BEN: X
by TheHolyHeretic
Summary: Ben, Gwen and Kevin go to an alternate universe where they meet a different version of Ben, a version that is older, more powerful, and possibly more evil than anyone or anything they've ever encountered. Re-uploaded to fix grammar and continuity error
1. Chapter 1

Chapter One

The Omnitrix. The most powerful, most versatile tool in the known universe. Its power dwarfs that of the nuclear bomb, and in fact, of a million nuclear bombs. It is the chosen weapon of any hero, any villain. The preferred tool of every Messiah, and every devil, and every God bitters at its existence, as it dares to defy them with its abilities.

The Omnitrix is, in fact, so powerful that it can change destinies. And it has. When its creator, Azmuth, created the Omnitrix, he did so not knowing how it would be used. The evil conqueror, Vilgax, sought the Omnitrix's power. Wanting to avoid its power falling into the wrong hands, Azmuth handed the Omnitrix over to an intergalactic peace keeping police force known as the Plumbers. Their agent, however, was under fire by Vilgax, and, in her panic, she launched the Omnitrix down to earth, hoping it would reach her old Ally, a former Plumber Agent, Max Tennyson.

It landed in front of Max's grandson instead.

In one universe, anyway. In another universe, it landed in front of his granddaughter. In another it landed in front of him, and yet again, in another, it never made it off the ship, and Vilgax used it to conquer the galaxy.

But frankly, none of those are particularly interesting, and can be explored and chronicled by others who wish too. Max's grandson has always perplexed me. Such a petulant and irresponsible child, like all children are, but with impeccable morals and a spirit untainted by cynicism and anger. I found him to be a paradox, and I rather enjoy those. It was my duty to explore this concept. A child in possession of the most powerful tool in the galaxy? Who wouldn't experiment if they had the chance? What path shall he choose? A Hero Or a Villain? A Messiah of humanity? Or a Horsemen of Apocalypse? Or something in between?

I saw. I shall share. Not as a story teller. Not as a scientist, sharing my findings, but a cautionary tale, for those who wish to dabble in the destinies of the innocent.

* * *

It was a normal day for Ben Tennyson. Normal for him, anyway. For someone with the Omnitrix latched to his body, normal for him was anything but. He was a hero, and he would make the most of any normality he could. Some heroes may stare at the stars and contemplate existence, or morality, or perhaps their own misfortune. But Ben Tennyson spent his downtime the way downtime should, in my opinion, be spent. He was watching a movie with his friends.

"You mind passing the popcorn?" Gwen, Ben's cousin and ally asked. She was instantly "shh'd" from the movie goers behind her, but she paid no mind. Ben, taking one last handful of popcorn, silently handed her the bowl without taking his eyes off the screen. In fact, if one was to watch Ben's face, they would perhaps be horrified to know that he never blinked.

Gwen looked down into the popcorn bowl and frowned to see very little was left. She tilted the bowl to her left, and Kevin, sitting beside her, grimaced. He looked at Ben and scowled, but Ben was unphased, as he didn't even notice.

Gwen tapped Kevin on the shoulder and pointed to the seat directly in front of them. A young man had placed his popcorn bowl on the empty seat next to him, while he and another scoffed down handfuls at regular intervals.

Gwen smiled a devious smile and held her index finger over her lips. She focused her energies and willed into existence a solid construct made of pink, magical energy. The construct formed into a hand, and, silently grabbed a large handful of the popcorn in front of them. She pulled the pink hand back, and the construct seamlessly transitioned into a hand into a bright pink bowl. Kevin smiled and took some popcorn.

But no sooner had they stolen the buttery delights had Ben, along with all of the movie goers who were trapped in childhood, stood up and cheered. The sudden surprise made Gwen loose her focus, and her pink construct disappeared, the popcorn held within it falling all over the dirty ground beneath them.

The lights flickered on. Ben cheered in alliance with the rest of the child like movie goers, and, Kevin and Gwen stood as well, stretching their bodies and blinking their eyes at the sudden change in light. Ben turned enthusiastically to them.

"I told you that it would be awesome!" he yelled. Gwen folded her arms together.

"I didn't really like it. It was unrealistic and boring."

"What?" Ben asked in disbelief. "How could super powered sumo wrestlers fighting a shape-shifter possibly be unrealistic and boring?" Ben stopped for a moment, staring at his cousin, who stared back, hoping he would answer his own question. "Oh come on. We do stuff like that all the time."

"We're not sumo wrestlers." Gwen responded.

"Could've fooled me!" Ben gleefully insulted as he wiggled out of the seats.

"What? Are you calling me fat?" Gwen asked, horrified at the notion. She spun on her heel to face Kevin. "Am I fat?"

"uh-" he started.

"UH?" she yelled.

"I was gonna say no!"

"But you had to think about it?"

"No, No no no." he yelled. "I think you're totally hot!" Gwen spun back around and quickly followed Ben out of the theater.

"I do!" Kevin assured as he followed her. "I do! I think you're really, really hot! I mean, why else would I be dating you?" Kevin bit down on his tongue hard enough to draw blood, a reaction that was, unfortunately for him, too little too late. Gwen once again spun to face him.

"So you're saying that the only reason you're going out with me is because I'm good looking?"

"Well…no!" he spurred.

"Name one thing beside my looks you like about me!" she commanded. Kevin stared her in the eyes and smiled a dopey smile.

"You're really pretty when you're mad." Gwen growled and turned away. Kevin followed as he had been trained to do.

"I can't believe you!" she yelled as she walked out of the theater, turning her head to look at him scurrying after her, as she enjoyed to do. She had to admit. He was cute when he was flustered.

But Kevin's face went from fluster to horror. He looked beyond Gwen. Gwen turned to see Ben right beside her, with his look of childlike enjoyment replaced with the same look of horror that she saw on Kevin's face. She turned to look directly forward.

In front of her, and the majority of the audience, was a large, Green "crack" that seemed to sustain itself in midair. The crack produced dark green light that slowly began to get brighter, and enveloped the entire snack bar of the theater.

"Everybody out!" Gwen yelled. The pink constructs she had used to steal popcorn turned to powerful magic bulbs of light that covered her fists, ready to strike an opponent with a powerful concussive force. Kevin bent down and touched the concrete floor with his hand, silently praising the theater's lack of carpet better theaters had. He used his Osmosian abilities to absorb the texture of the concrete, coating his entire body with its strength and durability. He willed his arms to form into the shapes of Axes and hammers, and they did so, the only positive side effect of turning into a monster after a disaster with Ben's Omnitrix.

Having lost said Omnitrix months beforehand, Ben instead called upon the much bulkier and much more powerful device attached to his wrist: the Ultimatrix. He shifted the keys to an alien form he found suitable, and readied his palm over the switch, ready to shape shift into said form in a matter of milliseconds.

The green scar seemed to wait for all of this to happen. It grew brighter and brighter, all the while, the innocent, no-power movie goers quickly ran out the doors of the theater, and theater owner cursed himself for not updating his insurance as he saw that a super powered showdown was about to happen in his establishment.

Finally, when it seemed that everyone had exited the theater, the Green Scar grew to brightness achieved only by stars. The trio of heroes pulled away their view just as two dark figures emerged.

They looked back and quickly blinked away dots in their vision to see the two figures. Each one was drastically different from the other. One was human, an old human in his sixties. He stood hunched over himself, and he wore metal armor on his arms, a set of huge Ape-like gauntlets with large cables attached to a power pack on his back. He wore goggles over his eyes, and his facial hair was untrimmed, his silver white hair mussed and dirty. The trio had fought this particular old man before, and had learned not to judge him by his appearance. His name was Dr. Animo, a lunatic of a doctor, obsessed with mutations, and ready and willing to press those mutations on any nearby animal to make it a worthy servant of his cause.

The other was a being known to everyone's eyes. A member of the most resilient and dangerous race known, and even among his own race, he was feared. It was Vilgax. He stood, towering over Dr. Animo, his tentacled head touching the ceiling of the theater. His armor was made up of many different colors, being an Amalgam of the armor he stole from his defeated enemies. His torso was covered with dense red armor, his left arm sported a yellow piece with a crystal on the wrist. On his legs he wore metal that bore a resemblance to steel, but was in reality, a million times harder than any substance or metal on earth. On his waist sat a holstered ray gun, and on his back a deadly sword, but anyone who looked at him could tell he was just as deadly with his long, sharp claws on each hand.

"Vilgax!" Ben yelled.

"And Dr. Animo." Gwen added. The trio, all at once, silently regretted their abilities, as they knew without them they would never be placed in the way of such dangerous opponents.

"Hold, Tennyson!" Vilgax ordered as he raised his hand.

"uhuh." Ben muttered as his hand slapped the Ultimatrix. His body transformed during a flash of light. And out of the light came Ben's voice, now coming through an alien creature.

"Jetray!" he yelled. He flew out of the light produced by the transformation, shooting powerful lasers out of his eyes and hitting Vilgax in the chest at the same time, causing an impact that even he found painful.

Vilgax's massive body rose from the ground, lifted from the impact, and he and Jetray fell back into the restrooms behind them. Vilgax slowly got up, only to be struck in the face with a dismantled toilet, again and again, until the ceramic weapon had completely shattered.

Dr. Animo had even less of a welcome. Gwen quickly fired two powerful bolts of magic energy at him. The bolts did nothing to him, but his personal energy shield fizzled and dispersed under the strain of such powerful attacks.

His field down, Kevin charged him. Animo braced himself for the impact of a concrete teenager weighing a ton, and in doing so, just blocked a strong chop from Kevin with his arm which had taken the shape of a hammer. His gauntlet took the strike, and Kevin's attack was so powerful that dented the metal and broke the bone beneath. Animo yelped and quickly struck Kevin with his uninjured arm, knocking him back just in time for Gwen to land a perfectly placed kick between Animo's eyes, knocking him down.

Vilgax had better luck staying off his attacker. He grabbed Jetray by the tail, suffering a laser blow the eyes. Vilgax threw him through the hole they had created during his first attack. Vilgax jumped to his feet and ran to continue his assault on Ben.

He emerged from the hole only to be blinded by pink energy, and when that energy dispersed, Jetray once again shot him with his green energy beams, and finally Vilgax's eyes burned, blinding him, but only temporarily. Taking advantage of his blindness, Kevin ran up to him and poured all his strength into shoving his hammered arm as deep into Vilgax as he possibly could.

But all he managed to do was slightly dent his chest plate. The force carried through the gel layer of his armor, and Vilgax fell to the ground, his eyes blinded, and the wind knocked clean from his amphibious lungs.

Vilgax held his hands to his burning eyes and curled up to sooth the pain in his stomach. Jetray landed next to Gwen, but Ben was not yet ready to turn into his human form.

"That was too easy." he told Gwen. Gwen nodded her head, agreeing.

"That's because we weren't fighting!" Dr. Animo moaned as he slowly stood, his arms above his head to indicate peace. "We came here to ask your help Tennyson. Please, don't attack us again!"

"Yes, Tennyson. It seems you and your ally's are just as brutal as we imagined." Vilgax muttered as he slowly stood, balancing himself with one arm, as his other held his stomach.

"Imagined?" Gwen repeated. "What are you talking about?" Dr. Animo stood up straight and motioned outside.

"Can we please talk outside? Where the building isn't about to fall on our heads?" he asked. Gwen looked up to see the building already showing signs of stress. She turned to Ben. Ben glanced at Vilgax, who had found the wall with his hand and was slowly moving towards the sound of Dr. Animo's voice.

"Alright." Ben said. "But I'm not changing back. Don't try any funny business! And walk in front of us." he ordered. Dr. Animo nodded and tapped the still blind Vilgax, leading him silently outside. Kevin walked up behind Jetray and snickered.

"Funny business? Walk in front of me? What are you, a kindergarten teacher?"

"It was the only thing I could think of. And it worked, so yeah." Ben snapped. Kevin shrugged.

"Yeah. Why did that work? The Vilgax I know would've ripped our heads off."

"Maybe he needs us again." Ben says. He began to walk, awkwardly, as his alien form was not meant to walk as a human.

"It's probably a trap." Gwen states. "Just like last time."

"What's the deal with Animo?" Kevin says. "and they seem so buddy-buddy. Have they worked together before?"

"Not that I know of." Gwen replied. The three of them walked outside to see a news chopper hovering above them. Ben waved his claws at the chopper and smiled, but in his Jetray form, the chopper was sure to see a menacing grin instead of the peaceful, braggarts smile that it was meant to be, and as soon as Ben realized this, the image of the smile appearing on Will Harangue's news segments on him surged through his mind. He sighed and continued to monitor the two villains in front of him.

Vilgax, hulking creature that he was, took a seat on a stone bench that was much too small for him. the concrete moaned as Dr. Animo examined his eyes.

"They'll regenerate, right?" He asked.

"Of course." Vilgax muttered, with only a hint of annoyance directed at the teens.

"Uh...sorry." Gwen said, unconvincingly. "But we don't have a...preferable history."

"Correction. You your team have no history with me at all." Vilgax stated.

"Nor me." Dr. Animo agreed.

"What? You used my face to break apart half of Mount Rushmore." Ben stated. He turned to Dr. Animo. "And you! You invaded the Null Void!"

"I apologize for my counterparts actions." Dr. Animo stated. "I do. But Vilgax and I are not from this universe."

"Whoa, hold up." Kevin spat. "Don't try that. You want us to believe you're from an alternate universe, right? Let me guess. We're the bad guys there?"

"Correct, heathen!" Vilgax roared. "Our universes Ben Tennyson completely annihilated my race!"

"No way. Ben would never-" Gwen started.

"And before that he conquered the Galvan's empire. Before that, it was the incursions. And before that, he laid waste to every military on Earth months after he received the Omnitrix."

Gwen and Kevin turned to Ben, who, even in his non-human form, conveyed the facial expressions one would expect from a human who had been told he was as evil as the Devil himself. He reverted back into his human form in a sharp blast of green light.

"You...you're lying." He asserted.

"I am not." Vilgax retorted. "I admit. I've done some evil things in the past. Perhaps I would've done the same as he had I gotten the Omnitrix instead..." Vilgax sighed. "But...seeing your entire planet barraged by nuclear weapons while the man who ordered the assault laughed in your face…" his eyes regenerated, and he looked away. Ben briefly wondered if Vilgax's species could cry. "It taught me empathy. It taught me evil. Evil I want no part of."

"I fought in Earths resistance forces when he first appeared." Dr. Animo continued. "At first it was simple. He wasn't even evil, not really. Just...angry, and indifferent. He didn't mind if he killed his opponents. He called himself X."

"X?" Ben asked.

"The roman numeral for Ten. The names meaning was lost when he broke the master control, allowing him to take the forms of much more than just ten." Dr. Animo walked slowly over towards the wall and leaned it against it, sliding down to the ground, and his old eyes stared off into the distance as he remembered the chaos. "When that happened? I don't know. It's the kind of power a ten year old boy just shouldn't have. It was petty robbery's here and there at first, stealing a video game prototypes or cars. He dared the police to come find him. They didn't. Then...by god..." Dr. Animo put his head in his hands. "I didn't know an eleven year old boy...could do _that_. He was only _eleven_."

"Do what?" Ben asked, his face gone pale.

"I'd rather not say. Just that he let her live. She went to the police, and everybody knew that X was really Ben Tennyson. We all thought that was the beginning of the end. After all, criminals never last after their names are released to the public. But we were wrong. He obliterated the police sent to find him. Dared all the super-powered beings on earth to come and get him." Dr. Animo pulled his gauntlet away from his face to reveal red eyes. "There was a group. The Forever Knights."

"No way. _They_ were the good guys?" Gwen inquired.

"Good became a relative term when the boy who repelled the Vilgaxian invasion went on killing sprees. Sure, they were arrogant, filled with psuedo-knightly bullshit, but they were the best chance we had. He burned them to the ground. Then a few of us got together. Mad scientists, heroes, mutants, aliens. There were only ten of us. We had the military backing us. He didn't even seem to be bothered when they dropped a tactical nuke on his head." Dr. Animo held his eyes. "And when Hex...god. I promised to protect his niece if he..." he gasped for air, as if though caught under water. "I left her there, I left Charmcaster. He still has her...god. He-"

"James, please. I can tell them the rest." Vilgax pleaded. Dr. Animo closed his mouth and eyes, and covered his face, shielding his tearing eyes to the world. Vilgax turned back to the trio. "The rest is history. He conquered earth in a few days, gained access to plumber technology, and built up an army of lunatics just as crazy and half as powerful as he. The incursions had the unfortunate idea to colonize earth, and, within a few weeks, he had stolen half an armada and sent it towards every incursion controlled planet. By the time he hit his teens, the boy had control of half a dozen planets."

"And then he went after the Galvans?" Ben asked.

"Correct. Albeedo and Azmuth were working on a weapon they thought could beat him."

"The Ultimatrix?" Gwen filled in. Vilgax nodded.

"Correct again. And I see you have it on your wrist." Vilgax pointed out. "Which will help. Unfortunately, when he conquered the Galvan, he took Azmuth prisoner. He forced him to modify the Omnitrix. I didn't believe it when I heard he had become more powerful. In my arrogance, I set out to fight him. With ten planets armies at my disposal, I thought I stood a chance. I invaded his planets to find his people were more afraid of him then they were confident in me. They fought alongside _his_ forces. He took over my Empire planet by planet until he got to mine."

"Vilgaxia?" Kevin asked. "Your homeworld?"

"Indeed. He came down to the planet himself. When I saw him in human form, I was relieved. I ordered my sharpshooters to kill him before he transformed." Vilgax looked away from Ben as he growled. "But in my stupidity, I had assumed the rumors were untrue. I didn't believe the Omnitrix could be modified any more than a god could become more powerful. But I was wrong."

"He changed it into the Ultimatrix, didn't he?"

"Had he, we may have stood a chance." Vilgax responded. "But no. it was far worse than that. They boy had forced Azmuth to modify the technology. He no longer had to transform into other alien forms. He had all their powers in his human form. He dominated my Imperial city in a matter of hours. He fought and subdued me as our ships did battle in space. They won. And my planet was at his mercy. He made me watch as he annihilated my entire planet. To my knowledge...i am the last Chimera Sui Generis."

"Oh my god. That...that's..." Gwen started.

"Do not give what he did a title!" Vilgax commanded as he stood. "For any title wouldn't be sufficient. What he did was beyond what language can describe."

"Which is why we're here." Dr. Animo said as he stood, wiping the tears away from his eyes. "We need you, Ben Tennyson. You and your Ultimatrix may be the only thing capable of stopping him. But we know what we're asking. You can say no."

"No." Ben said. Both Vilgax and Dr. Animo showed horror in their faces. "I can't say no. Of course I'll help." they breathed a sigh of relief. Dr. Animo smiled and looked away as more tears formed in his eyes, and Vilgax clenched his fist, unsure of how to thank the man who shared the same face as his enemy.

"And-" Gwen started.

"No." Ben snapped. He turned to face Gwen and Kevin. "there is no way you're coming."

"There's no way you can stop us." Gwen spat back.

"Yeah. I can't wait to whale on the other you. It'll let me work out some unresolved issues." Gwen glanced at Kevin. "What? I'm joking." she glanced back at Ben. "kinda." he whispered under his breath.

"You'll need our help." Gwen asserted.

"This guy...he doesn't sound like some mad scientist with a plot to turn the world into yeti, or some space pirate who just wants more power. He..." Ben turned his head towards Vilgax. "he beat Vilgax...he beat everyone..."

"Which is why you need us." Gwen retorted.

"No. you're not going to turn me around on this one. I'm going alone."

"We aren't about turn down allies." Dr. Animo said. Ben turned around, likely about to spat some heroic nonsense about how he should do it alone. But war had turned Dr. Animo into a practical man. A sensible one. If they all wanted to go, then they shall. He pressed a few buttons on his gauntlet, activating the Dimensional Travel Device, and bringing all of them into a small, controlled wormhole, the likes of which science can barely understand, much less describe.

The five of them were sucked into the wormhole, creating another Green Scar. They were pulled apart and rebuilt and so on until they no longer existed on that universe.

* * *

And I wept. I cringed. I swore my tenancy for linearity. Dr. Animo's haste caught me off guard, and I could do nothing but disrupt him as he went back to his home universe. I reached my hand through the portal and meddled with it, but I was much too late. Neither Dr. Animo nor I got what we wanted. And nobody got what they needed.


	2. Chapter 2

Chapter Two

Teleportation is a strange thing. Whether it's going a few feet, a few miles, or going across the universe. No one would use it if they knew what happened to them in those milliseconds. They're ripped apart, atom by atom, and then shot about the space between realities where Space and time don't really exist. Then they are rebuilt, a process even more painful than being ripped apart. Then, finally, they are shoved out of this hell and into the user's destination. Thankfully all this happens before the human nervous system can register the pain. If it did not, the user would forever be crippled by it.

The same process of Teleportation is used when crossing universes, except it is even more violent. When the user gets to the space between realities, they are broken down once again. Their atoms turn into subatomic particles. Those particles break into something smaller. Then smaller. Then smaller still. Until they are small enough to fit in between the cracks of reality and slip into a different universe all together.

All of this happened to Ben Tennyson and his posse. Try as I might, I was unable to pull them back to their home universe. I would grab hold of one particle only for it to split into smaller pieces and slip through my grasp. But eventually, I let him through. After all, what was the harm? How could Ben possibly cause any damage to my experiments? That was what I told myself. But I know now the real reason. I wanted him to see. I wanted someone to see what I had done, like a child shoving their mundane drawing into their parents face. After all, what was the point if only I could see what I was doing? How would anyone know?

If only I had known...

* * *

Ben could feel ground beneath him. Air in his lungs. Traveling between universes had felt like swimming in cement. His entire body was drained of all energy. He wondered how Dr. Animo and Vilgax managed to stand up after they had jumped.

Ben opened his eyes, and immediately blood from his forehead dripped into his sockets. He wanted to wipe it away, but his arms weighed tons, and he was unable to. He wanted to crack off a joke and ask for help, but when he spoke, it came out as an inaudible moan.

"Ben...?" A feminine voice moaned. "Kevin?"

"Over here." a masculine one responded. Ben could see a shadow through the red. Someone wiped the blood off his eyes as if though wiping snow off a windshield. He could see the shadow was Kevin. He grabbed him and lifted him upright, leaning on Kevin's broad shoulders.

"Ow." Ben muttered. Kevin turned to Gwen, who barely managed to stand on her own strength.

"You two okay?" she asked.

"Fine." Kevin responded. Ben could hear only the slightest hint of discomfort in his voice. Kevin walked over to her, practically dragging Ben along with him until he decided he could stand under his own power.

Ben balanced on his feet, but already he was bouncing back. With his energy came his anger. Dr. Animo had put his friends in harm's way. He turned violently towards them.

"What the-" but he stopped. Vilgax and Dr. Animo were no longer where he had seen them before. He turned his head on a swivel, looking for them. Gwen and Kevin noticed they were gone as well and looked.

"Where are they?" Gwen asked.

"Where are we?" Kevin retorted. Ben quit looking for Vilgax and Animo and began to notice his surroundings. They were in the middle of a road, and they stood in a crater that they had created upon re-entry, except the sky above them showed no breaks in the clouds. They hadn't fallen from the sky.

On either side of them sat dozens of cars that had been pushed away from their landing area, many with crushed bumpers, and all with confused and dazed drivers. Police lights flickered on some ends, and police officers were quickly creating a perimeter around the strange trio.

"Oh man." Kevin muttered. "i think we've got a problem."

"Where are Vilgax and Animo?" Ben asked.

"I don't know. Gone. Maybe...maybe we lost them." Gwen responded, her words slurred by worry.

"We've got company." Kevin yelled. Three police officers ran at the teens, their pistols drawn. Ben could see that the pistols were not normal ones, they were laser pistols, similar to those held by Plumbers like his grandfather.

"Hands up!" one of the more confident police officers yelled. Kevin and Gwen did so. Ben, however, walked towards the police officers.

"Hold on a sec." Ben said warmly. "We're here to help."

"I said _Hands_ _up_!" the cop ordered once again.

"My name is-"

"No! Ben!" Gwen muttered. Ben ignored her.

"Ben Tennyson." Ben finished.

The policemen looked at each other. Ben quickly realized what a mistake he had made. If he was evil in his universe, they would undoubtedly take any chance they could to take him down. He looked down at his wrist, and suddenly he had the strength to lift his arms. He swallowed, hard. What if they-

They laughed. The police officers let out a loud bout of laughter that made Ben worried and relieved at the same time. One of the cops looked at him.

"Kid. We _know_ Ben Tennyson. He grew up here in Bellwood. You don't even look like him."

"What?" Gwen stepped forward, and Kevin right behind her. "But-"

"POLICE." a loud voice filled the air as a white alien like craft broke through the clouds and quickly descended. A purple light came from the middle of the ship and hit the ground. And in that purple light, three figures came down to the ground like gods coming off their chariots. The three figures were dark, silhouetted in the strange purple light. They landed right in front of the police, only feet away from the trio.

"He's packing level 20 technology." the voice from before yelled. His voice was seemingly one with the intercoms from the spaceship and intercoms around the town. The police immediately turned around, signaling their allies, and citizens ran.

The purple light faded, and the spaceship once again ascended towards the clouds. Ben looked at them intently, his hand itching to press down on his Ultimatrix and attack the figures before him.

Shadows seemed to favor the figures. They wrapped around them and disguised them. At first, Ben could only see certain things. The figure in the middle had what appeared to be a cybernetic blue eye, and on the right side of his face was covered blue lines that went down his neck and disappeared on his chest, once again reappeared on his right arm. The lines were reminiscent of the alien form Ben had dubbed "Upgrade", except the color was a luminescent blue instead of dark green. The lines went down to his wrist, where the lines all met and created a strange "X"

The figure to cyborg's left was slightly larger than him, with a bigger build and only slightly taller. On his chest was a large "U" shape, resembling a horseshoe. The horseshoe glowed the same shade of blue.

And finally, the figure to the cyborg's right was undeniably feminine, with curves that Ben would stare at had the situation not been so dire. The woman's eyes glowed dark purple, and Ben could feel her gaze.

The clouds above them broke, and the shadows that the figures wore like armor was pried away. Ben gulped as the light enveloped them, and he saw who they were.

The man with the horseshoe had long, black, greasy hair. His suit was white, similar to that of a plumbers, with a blaster on his waist, and fists that seemed too large to be human. The man eyes were black, and bore a striking resemblance to Kevin.

The woman's body was covered in black leather that only complemented her curvy figure. Her face was covered with a cat like mask and a dark scarf that covered her mouth. She had short reddish hair that Ben could just barely see. Her hands sparked, and suddenly she was holding purple energy constructs that seemed reminiscent of how Gwen prepared for a fight.

And the cyborg in the middle. He had dark brown hair that was cut short in military fashion. On his head was a horizontal scar just above his eyes. Ben could see that, between the blue lines, was black technology that looked eerily familiar. He wore a camouflaged pants with black military boots. A pistol was strapped to his left leg. He wore a gray muscle shirt tucked into his pants. The shirt had black, bold letters above his heart.

"O-10 Tennyson"

"My name is Admiral Tennyson of the United Interstellar Alliance." the cyborg said. Ben gulped. "It's a misdemeanor to carry level 20 technology without a permit." he said.

"uh-" Ben began. His counterpart interrupted him.

"but it's a felony to try and recreate the Omnitrix. Even if you failed miserably at it."

"Wait-"

"Who are you?" he interrupted again. Ben gulped.

"I...uh..." Ben started. He glanced at Kevin and Gwen who stood beside them. They saw the resemblance as well. He turned back to their counterparts, who didn't see what they saw.

"I'm...we're-"

Ben was once again cut off when a metallic sound beeped. Ben's counterpart's arms and eye flashed. A mildly feminine voice came from his body, Ben recognized it as the voice of the Omnitrix.

"Identification: Ben Tennyson, approximate age Sixteen. Kevin Levin, approximate age seventeen. Gwen Tennyson, approximate Age sixteen...Logic Error."

"Don't strain yourself, Omnitrix." Ben's counterpart spat in disgust. "They're clones."

"We should be flattered." Gwen's counterpart joked.

"Not very good clones." Kevin's counterpart remarked. "I'm much better looking than that."

"We're not clones." Ben remarked. He put his arms up, a completely subconscious action. But Ben's counterpart wasn't trained to see that what everyone else would see. He saw him reaching slowly for his knock-off Omnitrix...

Within an instant, Ben's counterpart had his hand wrapped around Ben's wrist. Ben looked into his counterparts eyes to see that the iris of his right eye was replaced with a blue Omnitrix icon.

"Gamma formation!" Ben's counterpart yelled. "_Take_ _them_ _down_."

Instantly, a blue and purple flash sped past the two Ben's, taking on their counterparts. Ben looked back, but was unable to see anything before his counterpart grabbed his arm and pulled it behind Ben's own back.

"What are you doing?" Ben yelled. But he knew. He disabled his ability to touch his Ultimatrix. Suddenly, his skin was cold. His counterpart let go, but Ben was unable to move his arm. He looked down to see frost on his pants, and when he maneuvered his neck, he could see his left hand was frozen to his back, just above his waistline.

_"The boy had forced Azmuth to modify the technology. He no longer had to transform into other alien forms. He had all their powers in his human form._" Vilgax's words surged through Ben's head, and he realized how doomed he was.

He looked at his counterpart and raised his arm to stay off the next attack.

"Wait! Please-"

But his counterpart was not one to listen to the pleas of his enemies. He grabbed his left hand and pulled the Ultimatrix towards his eyes. It only took him a second to examine the Ultimatrix and respond, in a mildly angered voice.

"This is no ordinary knock off." he looked into Ben's eyes as he tightened his grip. "Who made you? Who gave this to you?"

"We're not clones!" Ben yelled. "I'm really Ben Tennyson, but I'm from-" he stopped. "Wait a second, why I'm I telling you? You're evil!"

Ben rammed his head into his counterparts, trying to break free of his grasp. But, instead, he seemed to hit something as strong as steel. His head bounced off, bloodier than before, but his counterpart did not let go.

"That was stupid." he muttered to Ben as he lost conscientiousness. He pushed Ben's arm into his chest and used his abilities to freeze his arm to himself. He pushed Ben over, pushed his legs together, and froze them as well.

Ben's counterpart touched a communicator in his ear.

"Status?"

* * *

Gwen used her fields to stabilize herself, but before she could, her counterpart punched her in the stomach, effectively breaking her concentration. As Gwen doubled over, she saw, much to her horror, that her counterpart possessed all the charms of Bezel on her right arm.

Gwen's counterpart backhanded Gwen, and she fell to the ground. Gwen charged up a magical attack, but her counterpart beat her to it, shouting some magic words. Gwen's pink energy constructs fizzled and died. Gwen looked at her counterpart, who raised her arm and shaped her fingers into a gun.

"Sorry sweetheart. But lucks on my side."

A purple bolt came out of her fingers and disappeared into Gwen's skull. Gwen closed her eyes and fell to the ground, asleep before her knees touched the concrete.

Gwen's counterpart's ear buzzed. A voice came over her communicator.

"Status?"

"Got mine." she responded. "Kevin?"

* * *

Kevin touched a metal pole, absorbing its qualities. He stared at his counterpart and chuckled.

"So what do they call you? The amazing horseshoe?"

"You have no idea how many times I've heard that." he responded with only a hint of anger. "But it's Omega. Kevin Omega."

"Uh-huh." Kevin rushed his counterpart. He put all his strength into one punch. His counterpart raised his hand, catching the punch without difficulty. Kevin withdrew his hand and, without questioning how he could do such a feat, rushed him again. And again. And again. Each time his counterpart did nothing but raise his hand and wave off what Kevin knew to be a super powered punch.

Finally, Kevin had enough. He stopped rushing his counterpart and yelled.

"How do you keep doing that!" his counterpart smiled.

"Kinetic energy absorption." he responded. He held out his hand, outstretched his finger, and tapped Kevin's metallic skin. "And redirection."

Suddenly, Kevin felt as if though he had just been punched by god himself. His metallic skin splintered off, and the concrete under him shattered. He fell to his knees, the pain overwhelming him.

Kevin's counterpart turned to see his allies subdue their targets. His ear piece buzzed.

"Status?" Ben asked.

"Got mine." Gwen responded. "Kevin?"

"You know it." he responded. He bent down and grabbed who he thought to be his clone. He whispered.

"Now you know why they call me omega." he snickered. He put his clone over his arm and walked over to Gwen and her clone. She levitated her over to where the two Ben's waited for them.

"Seriously? My clone couldn't even counter anything." Gwen joked. "I mean come on. I was way tougher than this when I was sixteen."

"Yeah. Me too." Kevin said. "And you, Ben?"

Ben looked down at his clone. He grabbed him by the neck and lifted him.

"Omnitrix. Scan him." he ordered. His blue eye glowed, and light poured over Ben.

"What's up?" Gwen asked.

"Something he said..." Ben muttered. "Called me evil."

"That's not very nice." Gwen joked.

"Baseline DNA is the same as Ben Tennyson at age Sixteen...Logic Error."

"Clones?" Ben asked.

"Most likely...Logic Error."

"Why does it keep saying that? Logic Error?" Kevin asked.

"Because it's saying that their clones. But if they were clones, why would they be younger than us? And why doesn't his DNA show signs of degradation like in most clones?"

"Must be a good clone." Gwen responded.

"No..." he said, more to himself than anyone. "No. Something's up." Ben's counterpart looked around. He saw the crater in the concrete which he had overlooked as inconsequential before.

"Scan." Ben's counterpart ordered. His Eye once again showered the area in blue light. "Results. Tell me of any energy signatures."

"Electricity Energy...Minor Radiation...Fossil Fuels..."

"Anything that shouldn't be on a road, Omnitrix." He growled.

"Magical Energy signature."

"That's me." Gwen's counterpart filled in.

"Trace unknown Energy signature."

"What is it?" Ben's counterpart asked.

"Energy signature is made up of particles that resemble that of the particles found in Null Void transfer weapons."

"They're from the Null Void?" Kevin asked.

"No. The Null Void gun breaks the Dimensional barrier and creates a break in reality." Ben's counterpart remarked. He nodded his head, understanding. "Guys. I think we're looking at ourselves from a different Reality. A different universe."

* * *

I smiled. He was on to me. Soon, i would be recognized. Even he would have to admit it. But i knew not that his revelation would be the beginning of the end of me and my experimenting.


	3. Chapter 3

Chapter Three

Oh, I could see the gears turning in his mind as he tried to figure out such a mystery. Admiral Tennyson wasn't the kind of man to ponder anything for very long. Nothing escaped the reasoning of his vast intellect.

Except for me. I think that's why he hated me. I always managed to outsmart him, in and out of combat. And no matter how powerful he became, no matter what technology he added to his vast arsenal, no matter what title he had next, he would always be a child to me. I would always be better. I would always be a lock he couldn't open.

I suppose I took advantage of that. He opened me, alright. He opened me and gazed at my insides. If only he hadn't been so smart. If only he hadn't figured it all out so fast...

* * *

Admiral Tennyson looked in what seemed to be a distorted mirror. He called upon his memory to see if he looked like Ben when he was sixteen. He thought to himself. Sixteen? That was so long ago… but then he remembered it wasn't. It was only five years ago. But for a man who worked 48 hours into a day, and five years into a week, time was relative, and his sense of it was not quite normal.

"Like a blast from the past, huh?" Gwen's counterpart asked. She took off her mask and lowered her scarf. Ben nodded his head, a response that usually sufficed.

But Gwen knew his tricks. She knew that he wasn't really listening, and decided to take advantage of that.

"Well. They look harmless. How about I take down the force field?"

Ben nodded. Gwen chuckled and summoned a purple energy construct to hit the switch that created a force field around the trio of alternate universe counterparts of themselves. The force field went down, and suddenly the distorted mirror Ben was looking into became much clearer.

Ben turned to Gwen, who was leaning nearby the switch, and gave her the stare that brought entire empires to their knees.

"What? You said I could." she countered, his stare losing its effectiveness on her over the years. Ben sighed.

"It's true, Ben. You did." Kevin said from behind him. Ben turned to see Kevin, who was drinking a bottle of water, leaning against the top half of his armor he had taken off shortly after getting back on the ship.

Ben turned silently back to the trio. They sat peacefully, strapped into their seats. Each one was restrained properly with both Kevin and Gwen wearing collars that negated their alien abilities and Ben had put a protective casing over his counterparts Omnitrix, as he had learned that users of copies were quick to use them without thinking. And in the Admiral's cramped personal space-cruiser, changing into a large creature in orbit could turn fatal for everyone.

"Okay, okay. I'll put the shield back up." Gwen said.

"No." Ben said before she hit the switch. "In fact...wake them up."

"Whoa. Are you serious? Isn't that against protocol?" Kevin said.

"Yes, it is." He answered Kevin. He turned to Gwen. "You can do that, right?" he asked her.

"Shouldn't we wait until we're back at the compound? What if-"

"They're harmless." Ben assured. Gwen shrugged. She walked up to the three and casually snapped her fingers. Only a trained eye could see the small bolts of purple energy that entered their skulls. Instantly, the three awoke, and gazed at their counterparts.

There was a moment of awkward silence. Admiral Tennyson gazed into the eyes of his counterpart. He willed his telepathy to bore into his mind, but he instantly realized this to be a mistake. The brain he was attempting to hack into and the hacker were exactly the same, causing immense feedback that would cripple a normal human for life.

He twitched. It confirmed his suspicion. The two young men were one in the same. Ben ran his mind through the possibilities. An excellent clone was still a possibility, but something told him it wasn't. He had seen clones. He had fought clones. They put up much more of a fight, and not a one of them had delusions that he was evil.

But these questions had answers lying right in front of them. Ben nodded his head as the three became fully conscience. His counterpart opened his mouth, but the admiral was quick to press his dominance.

"You." he said to the boy who resembled Kevin. "What's your name?" the boy bared his teeth at him. Ben shook his head. "I won't ask again."

"Kevin." he blurted.

"Kevin what?"

"Levin."

"What's your middle name?" Ben asked. He could see the boy's anger rise.

"Ethan."

"Where do your abilities come from?"

"My father." he growled.

"Be specific."

"Screw you!" the Kevin counterpart yelled. Ben nodded his head. It was exactly what he had expected. Kevin had always been the sort that was quick and easy to anger. Personality wise, he seemed identical to the real one. He knew clones couldn't replicate that sort of thing. He turned his attention to his own counterpart.

"Explain to me why your here." he ordered.

"I'm here..." Ben said. Anger boiled just beneath his eyes. "To take you down." Kevin and Gwen's older counterparts quickly focused their attention at the younger Ben, like missiles locked in on targets. Their once casual stances and facial expressions turned serious, and they readied themselves for an attack.

"Well…I get that a lot." Admiral Tennyson responded, attempting to break the battle tension and ease his allies' minds. "Who sent you?"

"We came here with Vilgax and Dr. Animo." Ben responded. "But...something must have happened."

"Dr. Animo? Dr. Aloysius James Animo?" Gwen's counterpart asked.

"Yes." Gwen said. "How can you do this? How can let Ben be so…evil?"

"Evil?" The older Gwen chuckled. Admiral Tennyson raised his hand, ordering silence. He was doing the interrogation. He knew the stupidity of what they had just said. He would get to it when necessary.

"I'm going to go out on a limb and say the three of you are from an Alternate Universe?" He asked, knowing the answer.

"Uh...yeah." Ben said. "Vilgax and Dr. Animo came to us asking for help. Animo created some kind of universal transportation device. He told us about what you've been doing. Azmuth didn't create the Omnitrix for you to conquer the galaxy with. It's a tool for peace!"

"So let me get this straight." Admiral Tennyson said. "Vilgax, a space pirate and dictator, and Dr. Animo, a mad scientist, asked you for help to take me down? And I'm...what? Some kind of Super-Villain?"

"And all around creep." Kevin added. "Just what are you doing with Charmcaster, huh?" Gwen's counterpart laughed.

"Yeah, Ben. Just what are you doing with Charmcaster?" Ben turned towards her. Instantly she composed herself once again.

Admiral Tennyson turned towards the children. He nodded his head.

"Why don't you run their story by me?" the admiral asked. Ben stared harshly at him.

"Why should I?" he asked. He reached towards Kevin's throat. Kevin yelped in horror, thinking he was going to choke him. But instead the Admiral touched a few buttons on his collar and took it off.

"I'll take the collar off Gwen and take off the device on your wrist." the admiral assured. He waved Kevin's collar in the air before he threw it on the seat beside Kevin. "As a sign of goodwill." he said. Kevin touched the metallic buckle on his seat belt and absorbed the texture. His hand became covered in the weak metal. "Just, please." The admiral stated. "Don't get up."

"Right." Kevin said unconvincingly. He turned to Ben and shrugged. Ben looked his counterpart in the eyes, not an easy task, as Ben was drawn to his Omnitrix eye that stared blankly back at him.

"Well...Dr. Animo said you got the Omnitrix when you were Ten. Just like me."

"I did."

"He said you called yourself 'X'."

"True."

"He said you broke the master control code."

"Also true."

"Then he said...when you were eleven. Well, didn't elaborate on exactly _what_ you did. But he said you gave away your identity."

"My identity was public knowledge by then, yes." Ben looked at Gwen. She shrugged.

"Well...he said you went psycho. You killed the forever knights and then the US military, along with a bunch of people who wanted to stop you, like Hex and Dr. Animo. You killed Hex, and captured Charmcaster." Admiral Tennyson's face didn't change its expression. Ben continued. "And after you conquered Earth, you stole a bunch of Plumber technology and built up an army of people with super powers. And after that, you hijacked a few incursion ships and started invading their planets. After you conquered the Incursions, you went after the Galvan's. You then forced Azmuth to modify the Omnitrix. Then you and Vilgax fought until you blew up his home world." Ben stopped. "Uh...that's it."

"Well. Most of that's true." Admiral Tennyson said. "I did kill some Forever Knights when I was Eleven. That tends to happen when you attack someone who's very well armed. I had a brief run in with the US military. They wanted me to give up the Omnitrix. I didn't kill any of them, though. Hex is in a prison in the Null Void."

"And earth?" Gwen asked.

"Well. I suppose I did conquer it. The plumbers and I brought Alien equipment into the commercial Market. We cured disease and hunger and all that other stuff that politicians say they'll fix but never do. You'd be surprised how peaceful people are when they have nothing to bitch at. We disbanded the United Nations and created the United Earth Federation."

"What does that mean, exactly?" Gwen asked.

"There are no longer countries. Just one unified government."

"Run by you?" Ben asked suspiciously.

"Run by a committee. Which I am not on."

"I am, though." Gwen's older counterpart said. "Assistant Liaison between the United Earth Federation and the United Interstellar Alliance."

"What's that? The United Interstellar Alliance?" Ben asked.

"It replaced all acting empires in the universe." Admiral Tennyson replied. "No more Empires. Like earth, on a much, much wider scale."  
"And you run that?" Ben asked.

"No. Azmuth does."

"So...what do you do?" Ben asked.

"I already told you. I'm an Admiral."

"What does that mean, exactly?" Ben asked.

"It means I deal with problems." he responded.

"By killing them?"

"Occasionally. If that's Necessary."

"The Omnitrix isn't meant for killing." Ben stated.

"Well why don't I call up Azmuth and we'll see if he's willing to give up his title as president of the fucking universe? He did make the Omnitrix, after all. He didn't seem to mind when I ended war. All war. _Forever_." Ben gulped. The admiral was visibly angry. Even the older counterparts of Kevin and Gwen backed away and put space between them. "I started off a lot like you. Thou shalt not kill. But then I stopped. And suddenly there was less crime."

"That doesn't make it right." Ben retorted.

"Right is relative." the admiral responded. A voice came from above them.

"Admiral. We're approaching base." the pilot said.

"Good. It was getting to idealistic in here."

"You know, I thought for a second that you weren't the bad guy Vilgax and Animo were talking about." Ben started. "But you are. You're some kind of supreme fascist. Vilgax and Animo are freedom fighters, aren't they?"

"God you're stupid." Admiral Tennyson spouted as he shook his head. "You were tricked. Vilgax and Animo didn't bring you here."

"How do you know?" Ben asked.

"Because they're dead. Both of them."

"I don't think so." Ben replied. "I've been a superhero long enough to know nobody's dead when you think they are."

"Vilgax was put to death last week by the UIA for crimes against his own people." Ben stated. "Animo's been dead for years. Cancer." Ben looked his counterpart in the eye, hoping, praying he was wrong.

"You're lying. We saw them."

"I watched Animo die, years ago. He rotted away on a hospital bed with a priest by his side, hoping to atone before he checked out." Admiral Tennyson informed. The entire ship shook. Ben, at first, thought the shaking was his anger at work. But the hangar door opened, revealing a landing pad. The Admiral broke from Ben's locked eyes and walked off. As soon as he stepped off, the device around Ben's wrist and Gwen's collar beeped and fell off.

"Chaperone these kids." the Admiral said as he stepped onto the concrete landing pad. "Keep them out of trouble." Ben violently unhooked his seat belts and stood. Like a child, Ben felt he needed to get in the last word in, no matter what the cost.

"I'm sure mom and dad are proud!" he yelled.

Time seemed to stop. The noise from the space ship cut out. Everyone held their breath. Admiral Tennyson stopped, dead in his tracks. He slowly turned around. Within an instant, he was standing a few feet in front of Ben. And Ben suddenly realized how much larger the admiral was than he.

"What did you just say?" Ben's lips quivered and his knees shook. He felt he would scream when the Admiral raised an arm. But instead his jaw locked and his body became numb, preparing him for the massive beating he was about to receive.

But instead, the admiral touched Ben's forehead and raised the hair that covered it. He seemed to look for something. Then, he stopped, lowering his hand to Ben's eyes. He pointed at Ben, the tip of his finger just in front of his nose.

"Next time I see you, I'll send you back to where you belong." he said. The admiral's voice had changed. The once deep, authoritative voice of a man who's fought war to stop violence, turned into a sad, depressing voice of teenager who just learned something damning.

The admiral turned away, and his once broad shoulders seemed to slunk into themselves, collapsing under the weight of the whole world. Ben suddenly no longer felt angry. He felt as if though his best friend was depressed, and he should console him.

"So!" Gwen's older counterpart yelled, breaking the tension. "Who's up for a field trip?"

* * *

Such a reaction wasn't befitting of him. The man I knew would've walked away, piecing the mystery together in a millisecond, and letting no sign of his sorrow show. But alas, he wasn't the man I knew. The man I knew was but a mere tip of the iceberg. Even us with omnipotence are capable of miss reading those around us.

Oh, how I misread him. The lengths he would go to. The things he was capable of. The power he held. Oh, how I underestimated him. Looking back, it was obvious. It was obvious that Ben 10 meeting Ben X would cause not one, but two universes to shatter and collapse, killing everyone who ever was, and everyone who ever will be.


	4. Chapter 4

Chapter Four

Power. That's what it all comes down too in the end. Man has been striving for it, man has killed for it, man has destroyed and created for it. And Man isn't the first one. My gaze extends past stars and past time. I've seen every civilization on every planet reach for power.

It starts out normally. The kind of thing any history student sees. Empires will stretch and stretch across untold lands, until corruption or incompetence topples them, and in that Empires place will come dozens more, attempting to fill the power vacuum.

Then it gets a little more complicated. Suddenly empires can no longer expand except into each other. But that only lasts so long. On side will build a weapon so powerful and so devastating that they win, right up until another side duplicates it. and suddenly war is over. Forever. The more idealistic of us may believe that's the end of it. But it's not. Peace creates something so devastatingly powerful that no man nor god dare challenge it. The Status Quo.

The Status Quo is created when war would kill both sides. Humans call it Mutually Assured Destruction. I call it boring. This why the Omnitrix interests me so. It will never be subjected to the Status Quo, as a skilled user would never find anything that could challenge him. Thus it will never create peace, something lost on its creator, Azmuth. The only thing it will create is Envy and Fear. And those who Envy it will copy it. Those who fear it will step in line, creating the illusion of peace.

But perhaps the most interesting war the Omnitrix creates is the war within the user's own mind. Perhaps that is why Ben X hates me. I take pleasure in watching his war.

* * *

"Where are we?" Gwen asked as she looked around. A sharp girl like her could spot things such as Washington Monument, or the Capitol building. But these obvious land marks were offset by other, stranger features. A large, white, obviously mechanical pyramid floated in the sky. A spiral tower was screwed into the ground, but it also seemed to ascend the clouds, but occasionally a cloud would break, and she could see it went all the way into the sky where her vision no longer followed. Perhaps stranger still was the kind of people that were walking around with them. The typical Caucasian American was replaced with cyborgs of varying ethnicity, but it seemed human beings in general were, at best, only fifty percent of the population. The varying heights ranged from mere inches to beings that were ten feet tall, and Gwen wondered how they could all possibly cohabit. For a girl who prided herself in her progressiveness and understanding, she was beginning to feel paranoia that bordered on racism.

"Well, It used to be called Washington DC." her counterpart said. "Now it's called Constantinople."

"Conta-wa?" the younger Kevin asked.

"Constantinople. It was the center of the entire planet for quite a while. They obviously couldn't use Rome or Greece, seeing as how those places still exist. Washington DC invoked a strictly American name. So the UEF decided to call it something a little more worldly and historic." Gwen's counterpart informed. "It has the effect of also sounding kind of alien, and seeing as how Constantinople became the default United Interstellar Alliance meeting ground, that really worked out."

Ben listened to this. He could care less about mundane politics and the meaning of names. He gazed upon the alien races, searching for something, anything, to justify the hatred he felt for his counterpart. But all he could see was everything he had failed to accomplish.

Azmuth created the Omnitrix for peace and understanding, not war, and not murder. But his counterpart didn't have the same rules he did. Even in their fight, Ben got the sense that his counterpart would very quickly go for lethal strikes had Ben not been so ineffective. Admiral Tennyson was quick to admit that killing has its usefulness, a concept Ben couldn't accept.

And yet he succeeded. He counted more than thirty races of aliens, living and working together. And seemingly happy. A large, whale like species was laughing and telling jokes with a species made of rocks. Kids of different species played in the park that Gwen's older counterpart teleported them too.

The most perplexing happened when a kid, a non-human, spotted Gwen and Kevin's older counterparts. They pointed, whispered with their friends, and then, one of the braver ones ran up to Gwen.

"Uh, excuse me..." The child said. He was blue, with antennae jutting out of his forehead, just above his two, black shark eyes. Gwen's older counterpart smiled and looked at the child.

"Yes?"

"Are you lucky girl?" he asked. Gwen's older counterpart smiled.

"I sure am." she said. The boy (Ben presumed it was a boy) smiled a huge smile, revealing surprisingly sharp fang like teeth. He turned to Kevin's older counterpart.

"So that means your Kevin Omega!" he yells.

"That's right, kiddo." he responded with a thumbs up. The blue alien child turned and ran back to his group of friends, shouted incoherently, and suddenly a dozen children swarmed Kevin and Gwen's counterparts with intensity one might see if a celebrity were to walk around.

The children swarmed them with questions. Both Kevin and Gwen smiled and answered them as best they could. Kevin shot a weak bolt of energy into the sky, and Gwen made of the children levitate, and Ben could see they did this sort of thing all the time.

One of the children noticed the trio of teenagers who seemed to be more confused than crazed over the celebrity heroes. She, one of the few humans in the group, saw the Ultimatrix on Ben's wrist.

"Is that an Omnitrix?" the girl asked. Ben looked at her and smiled. He was no stranger to super hero worship in his own universe.

"Nope. It's even better." he said as he outstretched his wrist to show her. She examined it.

"My mommy says that only Tennyson is allowed to have one, and everybody else who has one is a criminal." the girl stated innocently. She looked up at Ben, who was preparing a suitable explanation. Before he could, however, she held her hand to her mouth and shrilled.

"ohhh!" she yelled. "You're a bad guy! Lucky Girl and Omega caught you!" she turned to Kevin and Gwen and pointed. "And your bad guys too, right?"

"Yeah. Let's go with that." Kevin said, before the much lengthier and less believable truth could be told. Kevin's older counterpart walked up behind Gwen and Kevin, putting his hand behind their back.

"Yes, they are." Kevin Omega stated. "But we're trying to teach them the error of their ways."

"Can we help?" the kids, all at once, asked.

"Just stay out of trouble so you don't end up like them." Omega replied. The kids smiled, and, taking this as their cue that the two superheroes needed to be left to their duties, they ran back towards the area they were before, all of them yelling which super hero they wanted play as. Ben noticed that none of them said "X".

Kevin and Gwen quickly turned to Omega, who, similar to his younger counterpart, displayed a dopey smile that was hard to get mad at. The two smiled and shook their head at his super heroics.

Ben, however, noticed something crucial. He turned to Gwen's older counterpart, and, with the calm, collect manor Admiral Tennyson used to interrogate him, he questioned her.

"It's illegal to make an Omnitrix?" Ben asked. Gwen seemed dumbfounded by the question, as if though he was asking if the sky was blue.

"Well of course it is." she replied. "Why? Is it legal in your universe?"

"It's just that, I thought, eventually everyone would have an Omnitrix." Ben said. "It was my understanding that it's what Azmuth wanted. That way everyone can understand what it's like to be in another species." Ben smiled a sarcastic smile. "I mean, the Omnitrix isn't a weapon, not really. Even if some people use it that way."

"Ben." Gwen chastised. "Look, I know your counterpart isn't exactly the best guy in the world, but look around. We need to take notes."

"Take notes? Are you saying that we should all go around killing criminals? That's not how that works."

"Seems to work fine for these guys." Kevin retorted.

"Let's say that I did kill criminals, Kevin." Ben says. "Where would that leave you?"

"That's different." Kevin said as took a step towards Ben. "I wasn't right in the head. And besides, Look whose standing beside us." He cocked his head in the direction of his counterpart. Ben looked at him with a confused look, as suddenly his point had lost its validity.

"Yeah...how did I deal with you?" Ben asked Omega. Omega looked at him and then his counterpart.

"What are you talking about?" he asked. "Deal with me? Why would he deal with me? Ben and I have been friends since we met."

"Are you serious?" Ben asked. "You didn't absorb my Omnitrix, go crazy, turn into a monster, team up with Vilgax and try to kill me at least half a dozen times?" Omega laughed.

"What? No way, why would I do that?" he looked at his counterpart. "When I met the Tennyson's in New York, I admit, I was a little messed up. But they took me in. I became Omega after Ben showed me he was X. It never even occurred to me to absorb the Omnitrix energy and I never tried to kill him."

"You've gotta be kidding me." Kevin muttered. "You got to be a super hero and I got sent to the null void."

"You sent him to the Null Void? Harsh." Gwen's older counterpart said. "Our universes are really different."

"How did you guys deal with the Highbreed?" Gwen asked her counterpart.

"The Highbreed? You mean their sterility problem? Ben and Azmuth worked on a solution. What happened in your universe?" she asked. Ben rubbed his eyes.

"We didn't know they had a sterility problem, and...they kinda went crazy and tried to kill everyone in the universe." Gwen says. Ben did everything he could to keep himself from listening, but he couldn't help it.

Zombozo? Turns out he's a schizophrenic. Our Ben got him help. Michael Morningstar? His powers gave him a biological need to absorb energy from those around him. Our Ben fixed him and he's a good guy now. Our Ben gave Clancy a home, now he's the authority on Entomology. Our Ben. Our Ben_. Our Ben._

"That's amazing." Gwen said as she fawned over the other Ben's accomplishments. Ben quickly glanced at Kevin, who was talking to his counterpart. Ben hoped, prayed, that they weren't speaking about the same thing.

"So can you teach me how to absorb punches?" Kevin asked his older counterpart.

"No. I can't. This suit I have on amplifies my Osmosian abilities. I'm ten times more powerful than even full blooded Osmosians, plus it keeps me from going wacko every time I absorb energy."

"Cool. Where can I get one?" Kevin asks.

"Well, Ben designed and built it for me."

"Are you serious?" Kevin turned to Ben. "Hey Ben, why can't you make stuff like this?"

"I'll, uh, get right on that Kevin..." Ben nervously chuckled. His blood was beginning to boil. Gwen tapped him on the shoulder.

"Hey Ben, you remember that planet? That girl sent us a message for us to end a war?"

"Oh yeah. Probity."

"Yeah, her. What was her planet called?"

"Uh...i don't remember."

"Oh." Gwen turned to her counterpart. "Well it was a weird planet. They were warring over the fact that some of them were red and some of them were blue."

"Oh yeah!" Gwen's older counterpart exclaimed. "That's Yomary Cruz. Weird planet."

"Did your Ben stop the war?" Gwen asked.

"Oh yeah. He set one foot on that planet when he was fourteen." Gwen's counterpart coughed and made her voice sound unnaturally deep. "He said 'you WILL stop fighting each other and Join the UIA. Or _else_.' and they joined later that day." she laughed. Gwen turned to Ben, laughing. She playfully punched him in the arm.

"Maybe you really _should_ take notes from this Ben, Ben. He seems like-"

"Take notes?" Ben exclaimed. "Take _notes_?" the two Gwen's stopped laughing. "This guy is killing people with the Omnitrix and you want me to take notes? This is the kind of guy that we fight, Gwen." Ben felt like striking something. He violently grabbed his head and began to pull on his hair to avoid doing something with his hands that he would regret. "Since when does the end justify the means, huh? I don't care if he ended war, I don't care if he did all of this good, the way he did it was wrong and no amount of good that comes from it is going to make it right! And being in war doesn't excuse it! I've been in two wars, thank you, and I never killed anybody. We ended the highbreed conflict without killing any of them! And I'm sorry I couldn't end that red and blue war but I still don't think that killing anybody would have solved anything!" Ben realized that he hadn't taken breath during the entire rant. He still couldn't breathe, as he was now crying violently, weeping, and his lungs seemed intent to expel even more from his body. Ben leaned against a tree and sat down, and he inhaled just enough to continue his rant. "I'm sorry I couldn't help Kevin when we met him. I'm sorry I'm not smart enough to know when someone's a schizophrenic and I'm sorry I don't know how to solve problems without hitting them! But...but..." Ben pressed his hands to his temples, attempting to keep the massive pressure in his head from escaping via explosion.

The two Gwen's and Kevin's merely looked at him. Neither had seen Ben in such a state of shock and dismay. For the older versions, their Ben was always calm and collect, even when facing down space gods and titans that outmatched him. Their Ben always had the upper-hand, and he could stare down oblivion without blinking.

For the younger versions, it was just as shocking. Their Ben had faced down galactic threats and cosmic entities. But he could crack off a joke and slap his wrist, and even when he was losing, he always seemed to keep his chin up, and hope, for him, always seemed to be just a wisecrack away.

But now, his very reality was being challenged. The morality comic books and cartoons taught him was beginning to crack and fade away, and suddenly he was confronted by the shortcomings of his idealism. He desperately wanted something, anything, to hold against this version of himself. This wasn't the Ben Tennyson he was told of. This man wasn't evil. He was different. And he was ten times the man Ben was.

"Ben, I didn't mean..." Gwen started.

"I know what you meant." Ben snapped, his voice gaining the calm qualities that depression brought. Gwen began reaching for him, to comfort him, but he seemed to be miles away. Her counterpart, however, had no problem trekking those miles. She grabbed his shoulder and shook him. He looked up, surprised to see that the older Gwen was the one who was concerned.

"I think there's something you need to see, Ben." she said. She turned to Kevin Omega. He nodded slightly.

"Alright, guys. How's about I take the two of you to my place. I'll see if I can't whip something up that will shake off the post-universe travel hangover."

"Uh, yeah." the younger Gwen said. "Totally. I've got a killer headache."

"I don't." Kevin says.

"Yes you do Kevin. Let's go."

"But- oh. Oh yeah." he says. He glances back at Ben, and Kevin Omega leads them away. Ben gets up, attempting to wipe away his tears without acknowledging that they exist.

"Our Ben...he isn't perfect." She told him. She turned around, muttered a few magic words, and suddenly the air boiled and gave way to a large, purple portal. "Follow me."

* * *

I can see why Ben X hated his counterpart. He cried? Because of failures? Ha! I have to say, when I saw Ben 10 break down in tears, I was disgusted to the point of just ending the entire ordeal then and there. For everything I loathe of Ben X, I at least respect him. And I respect him because he's a man. This Ben was a boy. A child. And no amount of super powers and super heroics could change that.

Idealism is the only thing I hate more than the Status Quo. On one hand, it gives me a chance to see a fight more than once. Obviously a hero that doesn't kill a powerful villain will fight him again. And again. And again. The Battles lose their luster after a while.

The thing I hate most about Idealism is that it inevitably sustains the Status Quo, and I can't state how much I hate that. And Ben 10 was getting his idealism all over my beautiful fascist, and I couldn't have that. That's why I shook things up. That's why I introduced him to my other creation.


	5. Chapter 5

Chapter Five

I have found, in all my infinite years, a strange kind of Balance within mortal beings. Say a human is getting too hot. They produce sweat to cool them. Say they are getting to cold. Their body compensates by not sending blood to the nonessential extremities, like fingers and toes. It's a basic law of homeostasis. Equality. A benefit is only granted by giving something up. In the case of sweat, you are cooled at the price of a massive amount of energy. In the case of cold, you give up your fingers and toes to survive. The same concept can be applied to any benefit. Say a human being is freakishly tall. This stature allows them to store more muscle, and thus, become stronger than the average human being. Unfortunately, being taller often means having a shorter life span, and the human being will have to consume more energy to sustain themselves, so they gain a weakness in addition to their strength. Even when human beings try to break the laws of homeostasis, by giving themselves super powers, Equality will give them a weakness that can be exploited.

Take a human being and make him super strong. What's going to happen? He's going to get dumber. It isn't because his IQ dropped, but his attitude changed. When hitting something hard is the best solution, there is no reason for tactics and strategy. The opposite is also true. Give a human an intensely high IQ, and he will become weak. He will rely more on technology than his own body, and often times when hitting something is the best solution, they will form overly complex strategies that only create more chances to fail.

Homeostasis is Gods way of making sure man doesn't walk in his domain. No matter what your power, you have a weakness. Even an Omnitrix wielder is subjected to this. Ben X has done well to conceal his weakness. But I know it. And his cousin knows it. And she's showed it to Ben 10.

* * *

Ben looked around. The Purple portal had taken them into what seemed to be a government building. The walls were made of white tile. Occasionally, there would be a window. Ben walked up to one such window and looked outside.

Ben's eyes burned and his head ached. Even he, who had seen some of the strangest things the universe had to offer, was unable to comprehend what lay outside the window. It was both simultaneously bright and horribly, infinitely, depressingly dark. Its color seemed to change from blue, to purple, to black, to white, and colors Ben had no way of naming, for they did not exist. He found it hard to keep looking, but even harder to look away.

Suddenly, the outside turned to a definite purple. Ben felt a hand on his shoulder pull him away from the window. He ripped his eyes away to see that Gwen had placed a purple energy construct over the window.

"Yeah. I did that the first time I was here too. I actually fell asleep before I managed to look away." she said.

"What is it?"

"Honestly? I think its heaven." Gwen stated. "Or maybe hell. All I know is that Ben found this weird pocket dimension in the Null Void. He got trapped here for a while, and there wasn't a building here at the time. He had to stay out there. No air. No food. And it's less hospitable than space. Scientists from all over wanted to study it. Ben didn't let them. I never understood why until I came here on accident after I messed up a teleportation spell." Gwen began to walk away. Ben resisted the temptation to look out of the window again and followed her. "This is where Ben keeps his secrets. I'm not sure if he lives here, or it's some kind of base of operations for him personally, or if its just somewhere he comes to think."

"He isn't here now, is he?" Ben asked.

"No. I can always sense his presence. If he shows up while we're here, I can just zap us away and he'll never know."

The structure was one long hallway. It seemed like a mile before Ben finally saw a door. Gwen opened it and walked inside.

The room was large, a perfect square. When they entered, dim yellow lights came on. The walls were lined with trinkets. Ben walked up to the first one he saw. A long, slender rifle lay in a glass case. The rifle was dark brown, the color of sand. On the end was what appeared to be a blade. The blade was curved, intimidating, and wrapped around the end, bent. It had been used to the point it seemed it was no longer useable. Ben could see the blade was stained dark blue in some areas.

"That's from the first war Ben fought in." Gwen informed him.

"He used a gun?" Ben spat with disgust.

"No. he never carried a gun." Gwen said. "He was told of a bloody, decade long civil war on a planet called Arogun. The Arogun's had always had a stable monarchy, but someone usurped it and took over. It was a bloody war. The Arogun's were a lot like human's, actually. Except they hadn't grown out of an imperial, warrior culture. Nobody left the battlefield until one side was dead. No prisoners." Gwen walked over to the gun and pulled her fingers across the glass. "Ben went, hoping he would end the war. The United Interstellar alliance will only sign a treaty with a democratic or psuedo-democratic government, so Ben sided with the rebels. They gave him an entire regiment of what they called "Disgraced" soldiers. Soldiers that had retreated or survived battles they hadn't won." Gwen pointed to the wall behind the glass. The lights came on, showing a dozen pictures on the wall. Ben walked around the case and examined them. They were Ben, around humanoid green aliens. They were all short, what Ben assumed to be fully grown men were only a foot taller than a Ben who was only twelve or so years old. One picture was the entire regiment siting on a Bench. Others were typical pictures of soldiers in war time, goofing off. One even showed Ben hanging, by his legs, off the barrel of an alien tank, and smiling.

"He loved those guys. They treated him like their own. And Ben never let a single one of them die. Their regiment alone captured three imperial cities in one year. They turned the tide of the war." Gwen sighed. "But the new Monarchs didn't appreciate that. They sent four whole regiments after them when they were en route to their fourth city. Ben's regiment got pinned down in a town called Orion." Gwen looked away, anger beginning to show in her face, replacing the sadness. "They called the rebel High-Command for help. They sent them back a no-response code."

"What does that mean?" Ben asked.

"It meant they didn't care. Rebel High Command wasn't pleased with a human winning the war for them. Orion was obliterated. Ben did all he could, but even with the master control on, the Omnitrix ran out of power after a few hundred transformations. He had to pick up a rifle and hold the lines with his men while it recharged. The battle lasted three weeks. Ben was the only survivor."

"Oh my god..." Ben muttered. "What happened then?"

"Ben walked into high Command. What happened then is classified, and Ben never told me. Then he called the Galvan to let them take over the conflict...Which I know Rebel High Command wouldn't have allowed…had they been around to contest the decision. Regardless, The Rebels won in a few weeks." Gwen walked away from the gun case. "That's when Ben and Azmuth modified the Omnitrix so it wouldn't waist energy transforming. After that? Ben usually wouldn't have to fight. He'd tell them to join the UIA. And they would. Immediately. But he never stopped carrying a gun after that, either. That war really messed him up." Ben followed her over to another trinket. It was a large, wooden staff.

"It took him five years to completely annihilate war. He came back to earth only to find out that Kevin and I couldn't keep super villains under control. Hex was the worst. He had stolen back the Charms of Bezel that I stole from him when we were kids. His niece, Charmcaster, was no push over either. Ben came back and took Hex down. He sent him to the Null Void. But charmcaster?" Gwen chuckled.

"What?" Ben asked.

"Charmcaster told us that it wasn't her fault. That Hex made her do it, that she was only amassing power so she could go back home and set it free."

"And Ben fell for it?"

"Ben fell for _her_." Gwen said. "The two had a fling for about two years."

"Are you serious?" Ben asked with half a laugh.

"Yeah. He was crazy about her...Until she tried to kill him." Gwen said. Ben's half a laugh vanished. "I almost killed that bitch when I found out. She used a magic poison. She didn't know that Ben was a quarter Anodite, and mana based shocks had a decreased effect. He was in a hospital for a few weeks. When he got out, he put Charmcaster in the deepest, darkest pit the Null Void has to offer. I've never even seen him give so much as a second glance to a woman after that."

"Harsh." Ben said, almost apathetically. Gwen turned towards him.

"Harsh? Ben went to bat for her, kept her out of prison, and trusted her, loved her. he walked into Ledgerdomian and freed the place, freed her loved ones. And then she just tried to kill him. Now every asshole comedian and politician on earth rags on him about it, and he has to protect their right to say it."

"I'm sorry, I didn't mean anything by it." Ben defended. "So he's messed up because of that? Is that what you're telling me?" he said. He swallowed, hard. He wasn't convinced and he wasn't about to give up his position. "Sounds to me like all this could have been avoided if he didn't go to that war. Why did he go?"

"Because..." Gwen said. "It was a lesson Dr. Animo taught him."

"Dr. Animo? What's he got to do with this?" Ben asked. Gwen motioned for Ben to follow him. He did so. She stopped in front of an Exo-suit that looked much like Dr. Animo's. "Ben...he killed Dr. Animo."

"I thought he died of cancer?" Ben asked.

"He did...but..." Gwen started. "Here. It'll be easier if I show you." She reached to his forehead and, suddenly Ben was no longer standing in the room.

Suddenly Ben was standing on grass, and he somehow knew he was Appalachian mountain range. He looked around to see a dark cloud swirling overhead. He looked to his side to see the older Gwen standing next to him. She turned to him.

"Animo had created some kind of doomsday device." Gwen told him. She raised her arm in the direction of a large, white tower. Ben saw two young children run out of the tree line. One was a boy with long black hair, a white helmet, and what appeared to be white leather armor with a blue horseshoe on his chest. The other was the costume that Gwen wore as her brief time as Lucky Girl. The younger versions of Gwen and Kevin rushed towards the tower, but Dr. Animo, who Ben could only assume had been guarding the tower from a hidden spot, jumped in front of them. Kevin summoned a small bolt of blue lightening from his hands and shot it at Animo.

The bolt of energy merely fizzled in front of Dr. Animo, outlining a spherical green force field around his body. Gwen shouted off the words for a spell, and a purple bolt of mana blasted out at Dr. Animo, but the same shield stopped the energy in front of him.

"And he upgraded his personal energy shield." Gwen informed Ben. Ben watched in horror as Dr. Animo grabbed the eleven and ten year old Kevin and Gwen by the necks. He lifted them off the ground.

"My Quantum Genetic circuit is going to go off!" Dr. Animo yelled. "Even X and his childish little sidekicks can't stop me!"

From out of nowhere, two green bolts of energy shot at Dr. Animo. The bolts themselves couldn't penetrate the energy shield, but the concussive force alone seemed to push Dr. Animo back. He looked up in the sky to see Jetray, breaking through the clouds.

"They aren't my sidekicks!" Jetray yelled. He swooped inward, grabbing Kevin and Gwen out of Dr. Animo's hands. "They're my friends!" He flew and towards where Ben and Gwen stood, watching the battle. Jetray dropped down and let go of Kevin and Gwen right in front of them. Ben felt he could reach out and touch them, but knew he was in a memory, and decided not to.

"We can't touch him!" the younger Gwen yelled. "He's got some kind of energy shield!"

"We've got to stop that genetic thingy." Kevin said. "Or else the whole world will be turned into those monsters."

"I could barely take one by myself." Jetray muttered. "Okay. I'll distract Animo while you two get to the tower. Kevin, absorb all the electricity out of that thing. We can't break it, but we can power it down. Gwen, be ready to heal him. I don't think it'll be easy, but can you handle it?"

The two gave Ben the thumbs up, and, without hesitation, ran towards the tower. Dr. Animo began to run towards them, but instantly, he was covered in green energy. Jetray had taken to the sky and was shooting everything he had at Dr. Animo. Ben knew, having taken that form often, that shooting lasers from both his eyes and his tail was strenuous. But his counterpart didn't seem to care. For at least five minutes, Dr. Animo was surrounded by the concussive force of Jetray's tri-beams, unable to move, but unharmed, as his shield held.

Ben saw the storm above the tower become less ominous. If he squinted his eyes, he could see that Kevin and Gwen had taken off a panel, and Kevin was absorbing the energy from it.

Just as he did so, Ben could hear a sound he hated more than anything in the world. He looked up to see Jetray's laser beams fading, until Ben was no longer firing them. The Omnitrix Icon on his chest beeped and blinked red. Ben fell to the ground, and transformed back into his human self.

Dr. Animo ran up to him, eager to see the true face of his enemy. He looked to see nothing but a ten year old boy.

"A...Child?" Dr. Animo asked. Ben looked up at him and smiled.

"A child who just beat you." Ben muttered and held up his weak arm, pointing at the tower. Dr. Animo looked to see the clouds above the tower completely dissipating, and Kevin and Gwen walking away from it.

"No!" Dr. Animo yelled. He took a step towards the tower, and fell to his knees. "No..." he muttered again. He fell forward onto his face.

"We thought it was just shock." Gwen told Ben. Her throat was squeezing inward, and she was beginning to choke up. "But we didn't know. Dr. Animo's force field. It could keep out Kevin's lightening, my magic bolts, and it could even keep Ben's concussive beams at bay...but it couldn't keep out radiation."

The world around them quickly changed back to the room they had been in before. Ben looked at where Dr. Animo had collapsed, only to see a wall. He turned towards Gwen.

"Wait, what? Radiation?"

"the form Ben changed into...It's beams were highly radioactive. It wouldn't be a problem, just getting hit with one or two, but...Ben bathed him in it for a few minutes. It gave him cancer. He died three weeks later." Gwen rubbed her brow. "Ben had killed before, when he _absolutely_ had to. But never like that. Dr. Animo just rotted away."

"I...I don't get it. What did that teach Ben?"

"Ben had accessed the Master control. If he transformed into the Galvan form, he could have been smart enough to cure his cancer. Maybe all cancer. But he didn't."

"Why not?" Ben asked.

"Mostly because he didn't think he could. Partly because he felt that Dr. Animo deserved it. When he died, Ben was guarding him. He didn't shed a tear, he didn't even seem to care." Gwen walked over to the end of the room. The lights came on. Ben was horrified to see the wall was filled with pictures of Ben's Grandfather, Max Tennyson.

"Then a year later, Grandpa Max got diagnosed with Terminal liver cancer." Gwen said. A few tears rolled down her cheek. "Ben immediately called Azmuth and asked him for help. Ben transformed into a Galvan, and the two worked for months trying to cure cancer."

"And...And they didn't?"

"They did." Gwen said. "Two days after Grandpa died." Ben's eyes hit the floor, unable to look at the pictures for danger of bursting out in tears. "I was so sad...I blamed Ben. I told him that he could've cured cancer months before Grandpa Max was diagnosed, but he let Dr. Animo die. Ben...agreed with me. He told me that he wouldn't ever pass up the opportunity to do something good again. If it was in his power, he would do it. And that meant ending war. That meant creating the United Earth Federation. That meant creating and sustaining the United Interstellar Alliance."

"I don't understand." Ben said. "Grandpa Max doesn't have cancer in our universe."

"I know. And I know why." Gwen said. She walked over to the next display. "You see, when Grandpa was a Plumber, he drank. A lot. But when we were born, our parents told him to stop, or they wouldn't let him around us. So he did. But then he started again. After...after the car crash."

"What car crash?" Ben asked.

"The car crash that killed Ben's parents." Gwen waved her hand. Suddenly a shelf of family pictures, all of which Ben recognized, were illuminated. Ben frantically walked up to them.

"What? There was never a crash. There was-"

"In your universe. Here...they died. Ben, Aunt Sandra, and Uncle Carl were going on vacation to Kings Island. They never made it. A semi-truck came over the median, the driver had fallen asleep. Ran right into them." Gwen motioned for Ben's forehead. "If you notice, Ben has a horizontal scar right above his eyes. An engine blade sliced him. He was in a coma for two weeks. He had to have all kinds of surgery. Ben came to live with us. Then, two years later, we were going on another vacation. I forced Ben to come along. Grandpa Max wanted to take us on a cross country tour, looking for America, hoping to cheer Ben up. We didn't know that he started drinking until he was drunk. Ben was so disgusted, he went on a walk. And...he came back with the Omnitrix."

Ben looked at the pictures. Suddenly his parents, which sometimes acted more like annoyances he needed to protect, became a lot more important to him. He was deep in thought about this fact when he heard a clapping noise coming from behind him. Ben turned around to see his older counterpart, leaning in the doorway.

"Oh my god." Gwen exclaimed. "I thought...I thought..."

"That you could sense me?" Ben X asked. "No. you can't. It never really bothered me that you knew how to get here, so I never said anything."

"Ben, I'm sorry-"

"Sorry? Sorry about what? That story you just told Ben? No, I liked it. I liked the way you told it. I liked how you left out certain things. Like that one time you got mad at me and decided to patrol New York City by yourself. You slipped up and some goddamn pedophile knocked you out. And me and Kevin got their only seconds before he raped you?" Ben turned to see Gwen's face going green. "Or the time I caught you cheating on Kevin with Michael Morningstar after you and Kevin got in a fight?" Gwen was almost in tears. "Oh. Oh, I see. Those are personal. You wouldn't want to tell Ben that, would you? He doesn't need to know that, does he?"

"I thought he needed to know!" Gwen yelled in defense.

"_You_ did. That's not your decision. That would be my decision."

"Hey, lay off-" but before Ben could finish speaking, his counterpart backhanded him. Ben spun on his heel and fell into a display case.

"You know what? I'm a little pissed off. I wake up this morning, and I turn on the News. Some asshole is bashing me and my policies. Happens every day. Everybody hates me. I don't know why. I've cured every goddamn disease on earth. I've ended war. There is no other government than Democracy. If an environmental disaster comes up? I'm the first one to help out. But everybody hates me." he walks up to Ben, who was pulling glass out of his arm. "Fine. I can take it. But then there's a quantum disturbance. I call up Gwen and Kevin and get there before god knows what kills god knows how many people. oh. It's just you. A version of myself, in fact. A version who got to do everything I never did. Fine. I can take that too. But then this version has the balls to call me evil. Has the balls to say that Dr. Animo and Vilgax, a man who distorted nature itself and a mass murderer, are the good guys. And I'm the bad guy. Fine. It pisses me off. But I don't care. You're just some goddamn kid. You don't know what you're talking about." he grabbed Ben by the collar and lifted him up off the ground. "I tell you I'm going to invent a cosmic device just to get you back to your own universe. Not because I give two shits about you. But because I care about mom and dad. I know their worried about you. I do this out of the kindness of my heart." Ben X put him on his feet. "And then I find out that one of the two people left alive in this universe that I trust is showing you everything I'd rather keep secret. Sure. The public knows about mom and dad. They don't know about what happened on Arogun. They don't know all about Charmcaster. There's a reason for that. It's personal."

"I'm sorry, Ben." Gwen pleaded.

"I know." Ben X replied. "Just get out. Take him with you." Gwen nudged Ben and she walked past him. She opened a portal in the middle of the room. Ben walked through the portal first.

"Gwen." Ben X addressed. Gwen turned around. Ben X turned halfway toward her, unable to look her in the eyes. "I love you. But I'm installing a security system in this place. Don't come back. Ever."

"Okay." Gwen said softly. She walked through the portal. Ben X stood in his hall of failure. Alone. Like he always was.

* * *

And Homeostasis provides. Weakness can be found even in the strongest of men. For Ben X, his weakness was an unbearable one. Not mental nor physical. But emotional. Try as he did, Ben X was a human. A man. And they all have emotions. Any two bit crook could perhaps exploit these, had they known what they were. But they didn't. Ben X had created a way to keep his only weakness secret.

And, looking back, I understand why. When his weakness was finally exploited to its fullest, destruction on a cosmic scale ensued. And everybody in two universes ceased to exist.


	6. Chapter 6

Chapter Six

I am an immortal. I cannot die, nor can I age. I am cosmic. I am godly. I am God. I know the secrets of reality, because I am one. Time has taught me patience. I can wait for one celled organisms to evolve into sapience. But the reason I am patient with that is because it is dreadfully boring anyway. Speeding up the process would do nothing, save destroy the chain of evolution, and I would merely have to start over again.

But when something as exciting as this happens, I become like a child on Christmas Eve, wanting desperately to speed up the course of events that will lead to a glorious climax. So I did.

I stepped out of the shadows, piecing together my human form to make him more comfortable. He was working in his lab, in his pocket dimension. He turned to see me, likely expecting Gwen or Ben 10. He saw me and scowled.

"I really need a security system if you're getting in here." he spouted. He turned his back on me, something he learned I hated. The two of us have an unspoken agreement. He won't hurt me because he knows he can't. I can't hurt him because he's just too damn interesting. That agreement doesn't mean we can't mutually piss each other off.

"Oh, don't get your wires crossed." I quipped. I walked up to him to see millions of images going by on his computer in rapid succession. Using his super speed and hyper intelligence, he watched them go by, reading them like pages in a book. I slowed down time for a moment to see what he was looking at. String Theory. Quantum mechanics. Nothing quite right. I sped up time again and continued the conversation. "I've never been in your little playhouse before. I've never needed too. Omnipotence really kills all mystery."

"You poor, poor man." he spat sarcastically. "Do you have anything to do with this?"

"Whatever would give you that idea?" I asked.

"I don't know. How about every time you've deliberately attacked me?"

"One time. And it was your fault. I told you not to mess with the time line."

"Yeah. You could've just shot me with a cosmic bolt or something. Maybe kicked the shit out of me. You didn't have to drop me in this pocket dimension for a few months. You have no idea what it's like."

"Actually, I do. Besides, do you have any idea what would happen if you went back in time and saved your parent's lives? It would be catastrophic." I told him.

"Seems to me like I'd end up a lot like that kid." he said.

"Oh? And you'd be happy with that?" I inquired. He shrugged.

"Sure. I wouldn't know any better."

"I'm disappointed." I spat. "That boy isn't a tenth of what you are, Tennyson."

"Appreciate it. Now, unless you have some business, please leave, Emit."

"I told you not to call me that."

"And I told you to leave."

"I swear! People these days have no respect!" I yelled, not really angry, as I expected such a reaction. "And here I was, trying to help you out."

"Wait." Ben X said. He swiveled around on his chair. "What is it?"

"Well you can't expect me to give you all the answers, can you? I'm not going to build a machine for you. But…Supposing you incorporated the Dimensional Travel properties of your Null Void Projection weapon." I said as I pointed to the pistol on his leg. "Into the Cosmic-Law breaking technology of the Time Machine you created. Then you may be able to create a Multiverse Travel Unit."

"Except I don't have the time machine anymore. You stole it from me."

"Stole? I confiscated it. And now I'm giving it back." I snapped my fingers, which is completely unnecessary. It simply adds style. The time machine he created years beforehand simply materialized behind me. Ben X looked behind me to it, a large tower which, if worked properly, would move across time and space, and everything attached to it would follow.

"Thanks." Ben X said unconvincingly. I imagine that such a small word probably felt akin to ripping off his own arm.

"No problem. I wish to see this resolved just as much as you do." I lied. I stepped into a shadow and my physical body disappeared. He quickly went to work, and I switched my gaze elsewhere, in hopes I would catch something a little more interesting.

* * *

Gwen and Ben walked through the portal and into Gwen's home. Gwen was unnaturally quiet. For a woman who had grown accustom to being thrown around by powerful beings and merely shaking off discomfort with a sarcastic quip, she seemed to be extremely hurt. Ben and the older Gwen merely stood in silence for a moment, both seemingly in shock from what just happened.

"He..." Gwen muttered. "He always knew." Ben looked up at her. Tears started to form in her eyes. She began to violently wipe them away, but she couldn't stop the sound of her sobbing from reaching the kitchen only a few rooms away.

As if though he was trained to react to such a sound, the Older Kevin sprinted into the room. His armor was off, replaced with casual white tee shirt and blue jeans. Behind him were his younger counterparts, both had been torn from eating an alien dish that the older Kevin had prepared. Kevin Omega looked at Ben and scowled.

"Any particular reason she's crying?" he asked as he stepped ominously forward.

"Its not him." the older Gwen yelled between sobs. "It's Ben. The other Ben."

"What happened, babe?" he asked. They walked into each other and she began sobbing on his shoulder.

"I think he really hates me."

"Come on. He doesn't hate you." Kevin Omega assured. "With what we've all been through together, I don't think it's possible for any of us to hate each other."

"No, I think he really does this time." Gwen said. "He did that thing where he didn't look at me when he was talking. And the temperature dropped, and he told me he loved me. He never says that! He hasn't said that since he left for Arogun, when he didn't think he was coming back. And he blocked my telepathy! And he-"

"Come on, babe." Kevin Omega interrupted. "Remember that time we teamed up with those super powered mercenaries to rescue their boss? The same mercenaries that tried to cut off Ben's arm to get the Omnitrix? Way back when nobody knew our identities?" The older Gwen stopped sobbing for a moment.

"Yeah." she said.

"Remember what Ben said to us? When we didn't want to help them?" Kevin Omega asked.

"Yesterday's enemies are today's allies..." she said.

"...And tomorrows adversaries are next week's lovers." Kevin finished, chuckling at its absurdity. "That man can't hold a grudge against people who tried to kill him, let alone his favorite cousin."

"Yeah." Gwen said. She nodded her head. "Yeah. Thanks." she stood on her toes and the two shared a passionate kiss, a kiss so intimate that Ben felt the need to look away. The younger Gwen and Kevin, however, were unable to look away, shocked at just how loving their counterparts had become. Finally, after what had to be the most awkward seconds of the trio's lives, Gwen unlocked her lips from Kevin Omega. The couple unlocked and, remembering they had guests, turned to see their counterparts with their jaws practically on the floor.

"Oh...crap." he muttered, realizing what he and Gwen had done. "Uh...forget you saw that."

"I don't think I can." Gwen said.

"Yeah. And if she can't, then I sure can't." Kevin muttered. Omega and Lucky Girl chuckled and turned towards Ben, who had begun to inspect the photos on shelves to avoid looking at them. he took on photo of Gwen, in a large puffy dress, next to a very old woman in a similar, but even more bombastic dress.

"What's this? A costume party or something?" Ben asked. Lucky girl shook her head and took the picture.

"Nope. Its a ball. That's me with the queen of England."

"No way!" the trio gawked.

"Being the closest relative of the most powerful man this end of the universe has its perks." She explained. "Ben gets me into all the best parties. And trust me, royal and government types throw the best parties."

"Your Ben didn't seem like the type to do that sort of thing." Gwen speculated. Her counterpart held the picture closer to her eyes. Ben, who was next to her, could see her eyes beginning to water.

"He's always doing that. Getting me into parties, or giving me expensive gifts." She put the picture back on the shelf and grabbed another, of Ben and Gwen at some kind of carnival, eating cotton candy. Ben recognized the photo; they were only five or six years old. "This might have been the last time we did something together that didn't involve saving the world." She said. "I wish we could do something like this again. I wish I could see that goofy kid again, the one who pulled my hair or called me nerd." Lucky Girl turned to her counterpart. "You have no idea how lucky you are." She turned to Ben and smiled, wiping away a tear. "Think we could swap Bens for a week or two?"

Before Ben could answer, however, Lucky Girl embraced him, as if though she was determined to carry through with keeping him there. Ben, beginning to feel uncomfortable by being hugged by such a developed woman, said the first thing that came to his mind.

"Oh…I don't think my girlfriend would appreciate that." he chuckled nervously. She stopped hugging him and took a step back, her teary face turning into someone who seemed intrigued.

"Girlfriend? I have to hear this." She said.

"Yeah. Her names Julie, Julie Yamamoto."

"You're kidding." Kevin Omega said. They all turned to him. "The Tennis player?"

"Yeah, her." Ben answered.

"Is she famous here?" Gwen asked.

"Famous? She's an Olympic Gold medalist here." Lucky girl announced. She turned to Ben and grabbed his shoulder. She pointed at him. "Do _not_ get her pregnant." Kevin and Gwen chuckled. Ben's faced turned crimson red.

"What? No, we don't-" Lucky Girl laughed hysterically and pushed Ben playfully.

"I'm kidding." She turned to Kevin Omega. "I'm gonna grab a shower and change." She walked past Kevin Omega, touching his shoulder as she past him to go up the stairs. As soon as she was gone, however, a loud _slap_ echoed off the wall. Everyone turned to Ben, who held his head in his hand, and from what little they could see of his now red face, he seemed disgusted.

"What?" Kevin Omega asked.

"I just realized." Ben 10 said, with a horrific tone of voice. He turned towards Kevin and Gwen. "That this is their house. They live together." Ben almost fell on the nearest couch. "I am going to need a metric ton of brain bleach to forget that."

"Well. I don't have any brain bleach." Kevin Omega said. "But I've got some pretty good food. Come on, I'll make you a bowl."

Ben followed him into the kitchen. They walked past Kevin and Gwen, who, were feeling many things. Both of them were happy to see what their relationship could become. But they both felt obligated to recreate that relationship. At the same time, however, they felt the need to create their own fate, and not follow in the footsteps of their alternate reality selves.

But they dealt with this strangeness in the same way they dealt with most of their emotions. They simply ignored them for the time being, and followed Ben and Kevin Omega into the kitchen, where they returned to the excellent alien dish Kevin Omega had prepared.

"So what'd she show you, kid?" Kevin Omega asked as he retrieved another bowl from the cupboard. He began to fill the bowl with semi-solid jelly with chunks of what appeared to be meat. Ben averted his eyes.

"Uh...well." Ben started. "She showed me his weird little hall of memories..."

"Hall of memories?" Gwen asked.

"Yeah. The bad kind." Ben started. Kevin Omega sat the bowl in front of him. Ben poked at it with his fork, weary of trying it. When he saw the younger Kevin heaving entire portions of it into his mouth, he decided to chance it. Staying off the assault of questions for just a moment, he put a spoonful of the jelly into his mouth.

"Good, huh? Ben showed me how to make that. Apparently it's a special dish they make on Arogun." Ben swallowed. It was good. It tasted like a cross between pizza and sir loin steak, and the texture was akin to the best soft serve ice cream.

"Yeah. Gwen told me all about Arogun." Ben said between spoonful's of the jelly. He saw the confusion in Kevin and Gwen's faces. "Apparently, Arogun is some planet that had a really bad war that he decided to try and end. It didn't work out well. A lot of people died."

"That's what happens in war." the younger Kevin said.

"I hate to agree with that." Gwen said, scolding Kevin's blunt nature. "But yeah. Why'd he do that?"

"He felt he had to." Ben stated. "I think I understand him. Gwen, if you saw some guy getting mugged on the street. What would you do?"

"I'd help him." Gwen said.

"Right. If someone was kidnapped, what would you do?"

"I'd try and find that person."

"And if there was a gang shootout somewhere?"

"I'd stop it."

"Right. You have powers. You would choose to stop it because you have that option." He said. Gwen raised her eyebrow, surprised at his insight. "Now. You have the power to end a war in another country. What do you do?" Gwen opened her mouth, but immediately knew what gray morality she was treading on.

"I...i mean...i wouldn't help either side. I would just try and help who I could."

"But you would help more people in the long run if you choose a side and ended it." Ben retorted. "I get him. He has the power to do things. How can he not use it? It would be irresponsible, wouldn't it?" Ben poked the bottom of his bowl with his fork. "Think about it. When Azmuth unlocked the master control, what did I do with all the power? I used it to end a war."

"But you didn't kill anyone." Gwen said. "Honestly Ben, I'm not sure if you could. I mean, this Ben, he's...he's..."

"He's pretty hardcore." Kevin said. "I mean, remember when he fought us? He took us down in a few seconds. That guys like Rambo and the Terminator if they had a kid who had superpowers."

"It isn't even that." The older Kevin said. "It isn't just the power difference. The two of you are different mentally. I assume Gwen told you about your...his parents?"

"Yeah. She showed me." Ben replied.

"What about your parents?" Gwen asked.

"Oh!" Kevin exclaimed. "I get it. Let me guess. They died, right? They were killed by some criminal? And this version of Ben became darker and edgier because of the trauma."

"You know." the older Gwen said as she walked into the kitchen. Her hair was still damp from the shower, and her super hero costume had been replaced with Jeans and an oversized Tee shirt. "That's my aunt and uncle you're talking about. I'd appreciate it if you spoke about them with some respect."

"Um...sorry." Kevin said.

"And no. They weren't murdered. They died in a car crash." Ben says.

"That's..." The younger Gwen starts. "Really...really..."

"Normal." Kevin Omega finished. "Yeah. When I first met Ben in New York, I figured he never told me about his mom and dad dying because it was something cataclysmic. When Gwen told me, I was pretty shocked to hear it just that simple. I guess it doesn't really matter how they died. They died." Kevin stood up and looked at the pot that once held the tasty alien jelly, but now was empty. "And in the end, it probably would've helped if they were killed by criminals. At least then Ben would have something to vent his anger out on. What's he going to do? Hunt down semi-truck drivers and make sure they stay awake? Ben doesn't show it. He does everything he can to try and hide it. But he's angry. And his anger just vents out in every direction. Which is why our universe has significantly less villains than yours. Nobody cares if they die. Ben knows that, at least subconsciously. So he exploits it." Kevin sits back down. "That difference in mentality makes all the difference. He will kill anyone if it threatens his or anyone else safety. Can you do that? Without a second's hesitation?"

Ben looked into his bowl, seeing his reflection in what was left of the jelly. He stared at himself, trying, desperately to answer the question.

"Does that mean I'll never be able to do what he has?" Ben asked. The room went silent. No one wanted to take on such a difficult question. Ben looked up to see two versions of his best friends unable to console him.

And it stayed silent. For minutes on end. I couldn't take watching it any longer. I turned my gaze anywhere with something happening. Omnipotence is strange in that way. You experience everything at once, but your focus is just like a humans. You don't notice things unless you want to. The feel of the ground beneath your feet or your nose in your peripheral vision. I looked for things. Entertaining things.

In New York, I found a woman who took matters into her own hands when her ten year old son told her that his father, her husband, was molesting him. She grabbed a kitchen knife and stabbed him. Turns out the boy was lying to get back at his dad for confiscating his Mp3 player. Children can be so cruel.

On a faraway planet, I found a being who had spontaneously developed psychic abilities. He used them to read his wife's mind to see if she was cheating on him. Thankfully she wasn't. But in his haste, he didn't train himself to use his abilities. In searching her mind for infidelity, he planted the concept of infidelity. She began cheating on him immediately. Aren't psychic powers fun?

I was so busy looking at these cruel ironies; I didn't realize I had created my own. When I reached into the portal that took Ben 10 and his posse to Ben X's universe, I had locked Dr. Animo and Vilgax in transit. And when Ben X turned on his Universal Travel Unit for a trail run, he unlocked them.

I immediately focused my entire being on Ben X as he stood on his platform, shocked to the point of paralysis at the sight of two people he thought long dead. They looked at him, equally shocked.

"Tennyson?" Vilgax asked.

"Yes." Ben X responded hesitantly. His muscles began flexing and his breath speed up, preparing for an assault. Vilgax and Dr. Animo looked at each other. Dr. Animo turned back to Ben X and, with only the slightest hint of fear in his voice, said,

"We need your help."

* * *

I cursed. I swore. I inflicted pain upon myself for forgetting to cover up such an obvious loose end. I thought this trail between ideologies was over. I thought that Ben X would merely create the universal travel unit and send Ben 10 on his merry way.

I didn't realize that Ben X would create the device so quick. I didn't want Vilgax and Animo to tell him what they told him. And the only way I could stop it all was direct intervention, and I so hate those. I could have stopped it. I could have killed Dr. Animo and Vilgax before they opened their damn mouths. I could have. But I didn't. I suppose I wanted to see. I wanted Ben X to see his true counterpart. I wanted him to see Ben V.


	7. Chapter 7

Chapter Seven

Ah, the Multiverse. Billions upon Billions upon billions of different universes, all balancing precariously upon the conscience of one entity. God. Or at least that's what mortals would refer to it as. I'm not as superstitious. It's just some kind of being, similar to myself, who likely only fell into the gig completely by accident, again, like myself.

I, too, do this balancing act, although I cannot extend myself like God can. While I can jump into any universe I desire, only two universes are reliant on my existence. In other words, I am only god to two universes, and even extending my cosmic limits that far is hard. Understand, I _have_ to make do with _just_ two. And how do I do this? I change one thing. The results of a single coin toss.

* * *

Ben X suddenly appeared in his cousin's home. The Dimensional Transportation technology ingrained into his belt caused re-entry to the 'real world' chaotic, and Ben X momentarily grieved that his haste caused his Cousin's carpet and couch to be set ablaze from the heat. He raised his hand and used his cryokenetic powers to put out the flames.

The sound of such an entry caused his battle hardened cousins and their counterparts to burst into the living room, each one with their powers ready and their blood saturated with adrenalin, ready to fight off what they thought to be the stupidest being in the galaxy for entering their home unannounced.

"Ben?" Kevin Omega asked.

"Yeah. Sorry about the fire." Ben X responded. "I don't have time to explain. Gwen, how many people can you bring to my house in the Null Void sub-dimension?"

"You're house?" Ben 10 asked. "You live in that freaky place?"

"Gwen." Ben X readdressed, ignoring his counterpart.

"Uh...Four...including myself"

"Perfect." Ben X replied. He reached into his pocket to retrieve a small silver object. He threw the object at Ben 10. "Put this on your belt and stand next to me."

"Why? What's going on?" Kevin Omega asked.

"They don't appear to be hostile, but Dr. Animo and Vilgax are sitting in my laboratory and I don't intend to leave them alone with some of the most advanced technology in the universe for much longer." Ben X replied. "Now go."

Gwen quickly opened a portal. In their confusion, both Gwen's and Kevin's quickly walked through it. Ben X looked at his counterpart, who still held the silver object in his hand.

"Any particular reason you haven't done what I told you?" Ben X asked. Ben 10 looked at him, doing his best to imitate the stare he had seen his counterpart do. Ben X almost laughed at such a hopeless recreation of his own tactic. It wasn't his eyes that brought empires to their knees. It was his actions.

"You broke Gwen down and made her cry." Ben 10 spoke after quickly realizing his stare wasn't intimidating anyone. "You backhanded me into a glass display case. And now you're just walking in here and ordering us around?" Ben 10 chuckled. "How about this: No."

"How about this. You don't get to say no. Not when _I_ order you to do something." Ben X replied. "So put that on your belt buckle and get ready for dimensional travel." Ben 10 looked at the silver device. He looked back at his counterpart. In an act of teenage defiance, Ben 10 threw the device on the ground. And, all while keeping eye contact with his counterpart, quickly stomped on it.

Ben X knew that such an action couldn't even scratch the device. Being made to withstand dimensional travel, the device wouldn't be broken by anything short of a nuclear bomb. But defiance, even when done in such a stupid fashion, was something Ben X was trained to crush if it was in the best interest in the majority. And in a situation such as his, he knew that there was no larger majority.

Ben X reached for his pistol. Ben 10 kept his eyes locked with his counterparts, but moved his hands towards his Ultimatrix. Before he could even come close to pressing the icon, however, Ben X's holster was unbuttoned and the pistol was just a centimeter away from Ben 10's forehead.

"What are you gonna do?" Ben 10 mocked. "Shoot-"

Ben X pulled the trigger. A green bolt of energy came out of the pistol, displacing everything within Ben 10's electromagnetic aura. While the average human eye couldn't see exactly what happened, Ben X's super speed allowed him to watch and comprehend every second of it. His enhanced senses, in particular his eyesight, allowed him to see as the Null Void projector created billions upon billions of wormholes...one for each atom of Ben 10's body. Ben X grabbed the silver device and put it in his pocket for further use. And then, as simply as one would expect from a man without fears of death, Ben X put the pistol to his chin and pulled the trigger.

* * *

Instantly, Ben X found himself floating in the area known as the Null Void. He used his telekinetic abilities to keep himself afloat, while his counterpart resorted to falling onto a levitating rock, held aloft by the strange gasses and physics that the Null Void was famous for. Ben 10 managed to steady himself on the floating rock. He dug his feet into the red dirt and screamed at the top of his lungs at his counterpart.

"What the hell is your problem!" he asked. Ben X lowered himself until he was just above eye level with his counterpart. Ben 10 bared his teeth. "I thought..."

"You thought it was a real gun. I know. That's why I did it." Ben X cut him off. "I needed to see how you could handle life and death situations. You failed. Next time someone has a gun to your head, here's a tip: don't give them another reason to pull the trigger. I figured even someone like you could figure that one out."

"I've been in life and death situations before, thank you." Ben 10 defended. "And I never had to resort to what you have." he smiled a dangerous smile. "Guess that makes me _better_ _than_ _you_."

"Better than me?" Ben X coughed at its absurdity. "Please. You're a child who's managed to scrape by. You hide behind your idealism because you don't have the balls to do what I do. You aren't man enough. You aren't mature enough. You aren't even half of what I am."

"Half of what you are?" Ben 10 shouted. His voiced bounced and echoed off the rocks floating around him. "I wouldn't _want_ to be half of what you are. I wouldn't want to be half of a monster like you."

"A monster? God, you're so childish. You can't imagine a world working outside you're idealism, can you? You don't deserve what's on your wrist. I know a dozen UIA officers who have done a hundred times more than what you have with nothing more than a pistol and a bar on their collar. I should rip that off you and give it to one of them." Ben X's cyborg face showed a strange emotion, one that, between the blue cybernetic wire-veins and his own natural perplexity, Ben 10 could not decipher. "In fact." he started. "I think I will."

"Try it!" Ben 10 edged. "I've been begging for a reason to-"

But before Ben 10 could finish his dare, Ben X zoomed towards him. This time, however, Ben 10 managed to quickly hit his Ultimatrix icon and turn into one of his stronger alien forms. The burst of atomic energy coming from the watch burned even Ben X's super dense cyborg eyes, and left him open for an attack. He felt two massive fists pound his back at top speed while a deep, alien voice shouted,

"HUMONGOUSAUR!" Ben 10 screamed. Ben X was propelled clean through the small rock that Ben 10 had stood on, and Humongousaur fell through with him, having nothing to hold his massive form up.

Humongousaur grabbed onto Ben X, and Ben 10 quickly realized that his cyborg form had enough super strength to easily match him. Ben X quickly and effortlessly broke his counterparts hold on him, and slowed his descent. Ben 10 fell faster and faster, quickly reaching terminal velocity, and hit the ground of the Null Void before the thought occurred to him to change into a form that was more aerodynamic.

Ben X floated above Ben 10, who, in his dragon like form, merely shook off the effects of such a fall. He looked up at his counterpart, who smiled ominously.

"Strange physics, this Null-Void. Our scientists have been trying to figure it out for years. Personally? I don't think it's anything that complicated. I think the entire Null-Void is some kind of conscience entity and it just has a good sense of humor."

Ben 10 shook off such a remark. He quickly thought of a better form and changed in a flash. Ben X adjusted his right eye's setting's so he would not be blinded once again by the blast of green energy. Ben 10, losing his only advantage, was quickly stopped as he flew at supersonic speeds towards him. Ben X grabbed the alien by his neck, and was shocked to see that it was the same form that gave Dr. Animo the cancer that killed him.

"An Aerophibian?" Ben X gasped.

"Yeah." Ben 10 replied. "I just call him Jetray!" Quickly, using Ben X's momentary discomfort at seeing the form, Ben 10 shoved his tail into Ben X's stomach and, using all his force, blasted a large green concussive laser beam into his stomach.

Over two million pounds of pressure jettisoned into his body, snapping even his nearly indestructible spine and launching him what would've been miles had it not been for his flight capabilities. Ben X steadied himself as he fell to the ground, and even then, the violent crash was only tolerable because the nerves below his legs no longer communicated properly with his brain. He was paralyzed from the waist down.

Jetray flew over and circled Ben X now crippled body like a hawk over its prey until he was sufficiently sure that he was down for the count. With an arrogant smile, Jetray arched inward, and landed just beside Ben X's struggling body.

"Ha!" Ben 10 screamed. "Guess-"

A burst of white hot flame was expelled from Ben X's mouth, right into Jetray's face. Even such a form was unable to withstand such drastic temperatures, and Jetray's eyes burned and evaporated, and his skin became flash fried, like meat on a flame.

"My eyes!" Ben 10 screamed. He fell to his knees.

"What?" Ben X yelled. The damage to his spine quickly healed, and he jumped to his feet. "You think I can't take a hit?"

Ben X walked in front of his counterpart. Ben 10 kept his hands on his eyes, hoping, through some basic, barbaric instinct, that the pressure would somehow sooth the pain to his face. Ben X raised his leg and kicked Jetray in his gut.

The tables were turned. This time, Ben X had been the one applying two millions pounds of pressure to Ben's abdomen. Jetray's spinal cord, while made to be flexible, shattered and splintered like a twig, cutting off Ben 10's tactile sensation from his waist down. The attack was much more effective on Ben 10 than it had been on Ben X. Not only did half of Jetray's organs bust on contact, the hollow bones of the Areophibian splintered and entered the alien's bloodstream, resulting in internal bleeding that could kill a hundred humans in mere seconds. The Areophibian's only saving grace was that it was consistently being healed by the energy of the Ultimatrix, and even that just barely kept Ben on the more positive end of the scale of life and death.

"You're undisciplined." Ben X stated. "You're immature. You're downright stupid. And you have no idea how to fight beyond what you learned from watching from the old pulp movies and Saturday morning cartoons. I was wrong, though. You aren't half of me. You aren't even a percent. You're nothing more than a faint shadow of what I am."

Ben 10 whispered something as he clenched his eyes. Ben X, even with his super senses, couldn't hear it. He kneeled down, and listened.

"What?" he asked.

"I said..." Ben 10 muttered. "Ultimate." Before Ben X could ask the meaning of such a childish word, his hands went from soothing the pain in his face to smacking the Omnitrix icon on his chest.

Instantly, it seemed the Null Void was entirely engulfed in bright light, coming from an energy source that Ben X's modified Ultimatrix was unable to calculate. The AI of his Omnitrix sent Ben X a telepathic message into his subconscious mind.

_ Chances of victory decreased to even. Pursue violent directive at risk to operator._

Ben X flew backward, weary of such a burst of energy. Before Ben X could classify the strange being that Ben 10 had turned into, it changed into another one. The AI in his omnitrix quickly classified it as unknown, but Ben X could see the strong resemblance to the ghostly ice species of Kylmyys, the Necrofriggan's. But this Necrofriggan had not blue skin, but red. And when it used its cryokenetic powers, it seemed to Ben X that it had more in common with fire than ice.

The flaming ice hit Ben X, and even he, who could easily survive in temperatures rivaling Absolute Zero, felt the blood in his veins would freeze. Ben X once again projected white hot flames, both as a defensive measure against the monster Ben 10 had unleashed, and to prevent his own body from freezing.

Ben X had only two seconds to gaze upon the creature, and instantly he understood why he had been so suspicious of Ben 10's Omnitrix before. It wasn't an Omnitrix at all. It was something far, far worse. It was the Ultimatrix. Ben X had its creation destroyed and forgotten years ago. It seemed that Ben 10 had let its destructive power to exist, and harnessed it for himself.

_Turns out we aren't that different after all_. Ben X thought to himself. The brief second of admiration was overcome with an intense feeling of disgust. Ben X took in as much air as he could, an action that severely injured his lungs, as the air in his immediate air ranged from temperatures that would melt steel and temperatures that could freeze gasoline.

But his lungs didn't have to bear the strain of such a task for long. Ben X focused all the air in his lungs into his vocal cords, and accessed a sonic scream that's vibrations could liquefy even the densest of structures. Ben 10, in his enhanced form, attempted to merely phase through the massive vibrations. Unfortunately, no matter what atomic wavelength he was on, the vibrations shook his molecules to the core and busted his inner ear like a balloon.

With his inner ear shattered and his body damaged from a sonic attack, Ben 10 fell to the ground, unable to control his flight without a sense of balance. He phased through the ground, only to instantly freeze it. Instinct took over, and his form phased up out of the ground, and Ben 10 reverted to his human form just as he broke the surface, like a wale breaching the water for air.

Ben 10 was out of breath, and the world was spinning from the echoes of Ben X's sonic screech, but he was far from becoming undone. He reached for his wrist, but as soon as he did, it became encased in impenetrable ice. He tried to break free, but as he did, a military boot smashed into his elbow, so hard it was just short of shattering Ben 10's arm.

"You had me going there for a second." Ben X told him. "For a split second, I thought you were really going to beat me."

"I still am." Ben 10 muttered under his breath. He continued to try and break the ice that covered his wrist.

"No. we're done. I got what I needed." Ben X said as he knelt down. "Everything I said before still stands. Your undisciplined, Immature and inexperienced." Ben X cautiously scanned the surface of his mind and, much to his surprise, Ben 10 was disappointed he didn't receive his approval. Ben X felt he was obligated to continue. "But you're also a good person. And while I hate to admit it, your kind is a dying breed. And you've got enough raw talent and power that I think I can still use you."

"Use me?" Ben 10 asked. He looked Ben X in the eye.

"You heard me, didn't you?" Ben X said. "Dr. Animo and Vilgax are in my home right now. I don't trust them, but I recognize desperation when I see it, and I read their minds. They need our help."

"Our help." Ben 10 repeated. The wheels turned like the cogs of a clock in his mind. "That means...you _weren't_ the Ben they were talking about."

"No. that Ben is the Ben you and I are going to stop." Ben X said. He dug into his pocket and retrieved the silver metal device. "But this other Ben is dangerous. If you want to live you had better follow my orders. Without question. Without hesitation. If you do, we'll be able to beat this guy. You can go home to mom and dad knowing you saved the people of an entire universe." Ben X forced a smile, only to cover up the fact he knew that only one of them would be able to return to their parents...and it wasn't him.

Ben 10 looked at the Silver device. He grabbed it and attached it to his belt. Ben X kicked the ice encasing his counterpart's wrist, shattering it and setting him free. Ben 10 stood, rubbing his numb wrist, but not activating its deadly power. He looked at Ben X and nodded, acknowledging his authority, if not only for the briefest of moments and under the most crucial of situations. Ben X activated the Dimensional Transport unit, and the two disappeared from the Null Void.

* * *

And I laughed. If they thought anything could come from their alliance other than destruction, they were blinding themselves to the truth. A modified Omnitrix, capable of using every ability of every species of aliens in the known universe, and the Ultimatrix, created by a crazed eugenic scientist obsessed with the concept of ultimate evolution, a concept he barely understood. Two of the three most powerful items in the multiverse, uniting against the third? Is it any surprise that my two universes were shattered and ripped apart by such an event?

I think not.


	8. Chapter 8

Chapter Eight

Alliances. They're something I truly enjoy watching. Oh, how I gnawed on my finger nails as I watched America and the Soviet Union begrudgingly shake hands to take on the Nazi Empire. And oh, how I laughed, when it all came crashing down, resulting in a war so cold it stopped the human psyche from advancing for forty years. If humanity has taught me one thing, it's that people with differing ideologies will never be able to work together. I wondered and theorized as to just where their alliance would come crashing down, and I wondered who would play the part of the Soviet Union. I wondered what their Berlin would be.

* * *

The two Ben's suddenly appeared in the Null Void sub-verse that Ben X called home. Ben 10 fought the impulse to look out the windows and into the face of reality itself. The fight ended with him looking, much against his will. Ben X chuckled and forcefully turned his head away from the windows. Ben 10's eyes broke away from looking, and his senses came back to him.

"Man, that is weird." He muttered. "What is that, anyway?"

"Trust me when I say that you do not want to know." Ben X replied. He walked forward, leaving Ben in what passed for Ben X's lobby. Ben 10 managed to follow him with his eyes closed, until he was sure the windows were no longer there.

He followed his counterpart through the maze of hallways. Ben 10 watched as he passed rooms he wanted so badly to enter. The first room that Gwen had showed him was filled to the brim with tragedy and misfortune. God only knew what Ben kept in the scores of rooms inside the building.

"So, you, uh, live here?" Ben 10 asked hesitantly. Ben X nodded ever so slightly.

"Live? Kind of. I don't sleep or eat unless I want to. There's a room here with a bed, but I never use it. I haven't slept in years, and I only eat Gwen's cooking as to not upset her." He replied. "I keep my personal projects here, and I only work on them in my downtime. As you know, I have the whole universe balancing precariously on my shoulders, so I don't have much downtime."

"What kind of personal projects?" Ben 10 asked.

"The personal kind." Ben X responded. Ben 10 took that as his queue to stop speaking. It didn't matter, however, because as soon as Ben X replied to Ben 10's more than unnecessary questions, the two walked into a large dome area. The area was divided almost perfectly down the middle. The left side was cluttered with what appeared to be junk, and Ben could see notebooks stacked as high as six or seven feet. A chalkboard was present as well, with calculations and mathematics Ben had no chance of grasping. It seemed to be where Ben X worked on his 'personal' projects.

The other side, however, did justice to Ben X's personality. It was almost impossibly clean and neat, with computers sitting side by side and sterile white machines that Ben could tell likely did things well beyond the imaginations of even the smartest, most bombastic science fiction writers.

Sitting on the left side of the dome was Vilgax and Dr. Animo. Dr. Animo had taken the risk of grabbing a few of the notebooks and fingering through them, and Ben 10 could see by the look on his face that even an esteemed scientist like himself was completely unable to grasp them. Vilgax had taken out his sword and began to swing it as if though he was in the midst of a mid-evil battle.

On the right side, of course, were the two Gwen's and Kevin's. The Kevin's stared intently at Vilgax. For Kevin Omega, it was a shock to see the brutal dictator he had helped take down standing in the same room as him, breathing the same air as him, and despite the fact that Vilgax was swinging his sword, neither was attacking the other. For the younger Kevin, it was a shock to see his former ally and current enemy looking more like a hero than a villain, despite the fact he was identical to the Vilgax that he had allied with against Ben 10, the same Vilgax that had on, multiple occasions, tried to brutally murder him. It was a mystery that his less than genius intellect was attempting to solve.

The Gwen's stared at Vilgax. Lucky Girl was shocked to see the man she had watched wither away from deadly cancer. The same man that had, inadvertently taught her cousin, the most powerful being in the universe, a lesson about power. For the younger Gwen, she was surprised to see a mad scientist that she had always considered to be a crazed clichéd maniac with access to only slight intelligence, now the most intelligent and logical person in the room.

Ben X seemed to impose his presence on everyone in the room even before he started to speak. Kevin Omega and Lucky Girl saw, or perhaps, sensed his presence and immediately their minds shot into combat mode, ready to fight when he ordered. Even their younger, untrained counterparts seemed to sit and stand a little straighter, as if though an officer called them to attention and they did their best to imitate their older, more disciplined counterparts.

Perhaps Vilgax and Dr. Animo had the most subtle actions when Ben X entered the room. Dr. Animo flexed his arm in a certain way to activate the personal defense laser's he had installed years ago. Not to attack, but to warm up the busted electronic equipment so it would be ready to fire on a moment's notice. Vilgax did mostly nothing, save skip a step in his sword practice, an error that would cost him his life on the field of battle.

"Dr. Animo, why don't you tell us a little about my counterpart?" Ben X said as soon as he stepped into the room.

"He looks a lot like you, actually." Dr. Animo spouted, his voice filled with deadpan sarcasm. "Except his cybernetic parts cover up his entire face and eyes, plus he prefers red to blue." Ben X walked up to a computer and began typing away. "He's powerful. He's stronger than Vilgax, faster than sound, he can fly-"

"He can do everything. We know." Ben X cut him off. "What powers does he use on a regular basis?"

"He prefers his laser vision and super strength." Animo replied. "But I've heard of him using his cryokenetic powers to make statues of former enemies."

"His psyche?" Ben X asked.

"Aside from being your atypical ego driven anarchist? Well, I'd he's masochistic. I know he has the ability to phase out of most physical attacks, but he more often than not chooses not to."

"He can phase? Like a ghost?" Ben 10 asked. Dr. Animo nodded.

"His modified omnitrix can do anything." Dr. Animo said. "Or at least that's what I'm told. I assume you have a similar get up?" he asked. Ben X nodded.

"Similar, if not identical. If there's a species in the known universe that can do it, and I've got its DNA in the Omnitrix, then I'm capable of whatever it is. Which means he is too."

"_Wait a sec."_ Ben 10 thought. "_If he can phase through stuff…then that means."_ He flashed back to the fight the two Ben's had. Ben 10 remembered pounding Ben X into the ground while being humangasor, and blasting him at point blank with his lasers as Jetray. If he was capable of phasing through…

"He could've beaten me in a second." Ben 10 muttered to himself. Only Ben X, who was standing right next to him, could hear what he said.

"Anything else?" Ben X asked. Dr. Animo nodded, and, with a disturbing smile.

"He likes to talk. A lot."

"Yes." Vilgax agreed. "But do not let his psychotic rambling fool you. He is a strategist like no other. He could've beaten the Galvan Empire with raw power alone. But he chose to take on the smartest race in the galaxy with strategy. Just to show everyone that he could. And he did."

"I'll keep that in mind." Ben X said. He flicked a switch on the bench the computer rested on. "Bring me Arsenal Two-Zero-Foxtrot and Wardrobe Zero Seven and Zero Nine."

"_Affirmative."_ The intercom in the dome spoke. He looked over at Dr. Animo and Vilgax. "This facility has pretty much every weapon and piece of technology there is. is there anything you need?"

"This bucket of bolts and wires has saved my ass, rust and all." Dr. Animo said as he raised the arms of his exo-suit."

"I have all that I require." Vilgax stated as his sword spun around his fingers and he sheathed it in his back.

"Good." Ben X said.

"While you were gone, I was working on the localization program. I've worked out all the kinks. I can put us right on his ship." Dr. Animo said.

"His ship?" Kevin Omega asked

"Yes. His personal ship. It looks like a bucket of bolts, but it's easily the most powerful vessel in history. The second it enters a solar system, everything and everybody might as well be dead." Dr. Animo said. "FTL travel capabilities, and all kinds of weapons. It's the size of a small planetoid, and its crew is made of up mutants and monsters that Ben calls friends." Dr. Animo's eyes darkened. "I was on it once…" he coughed. "I have nothing to say about it other than I can't describe how horrifying it is."

"What's he call it?" Ben 10 asked. Dr. Animo shook his head.

"He calls it _The Son of God. _He's sick like that. People have gotten around to nicknaming it the Anti-Christ. It's not far from the truth."

Three robots came from one of the many hallways connecting to the dome. One carried a large box, while the other carried what appeared to be two large closets. They sat down the boxes. Ben X walked by one of the closets and opened it, revealing a suit identical to the one Kevin Omega used. Without being told, Kevin walked towards it. Seeing this, Lucky Girl casted a spell, and suddenly she was in her uniform, charms of bezel and all. The closet next to Kevin's opened, revealing a black and green leather outfit with thin metal on the arms, legs, and knees.

"What is that?" Ben 10 asked.

"Standard issue officers uniform."

"Oh." Gwen said as she walked over to inspect the robots. "For the UIA?"

"No. for disgraced rebels on Arogun." Ben X replied. He began to put on the jacket. "See the metal? It's symbolic. It shows the enemy I need protecting. That I'm afraid to die. It isn't practical." He put on the jacket and zipped it up. "I got so used to fighting in this uniform I felt naked without it."

Ben X proceeded to take off his pistol holster. He walked behind the closet and changed into the pants. He walked back within a second, no doubt using his super-speed to change.

Ben 10 had to admit the uniform was nothing less than terrifying. It's black leather appearance made him look more akin to a gangster than a soldier, yet the more subtle details made him look like a highly trained killer. A knife sheath was strapped to his under arm, and when he put the knife inside, it seemed to vanish. Likewise, his pistol holster was no longer on his leg, where everyone could see it; rather it was inside of his jacket, in the nape of his back where only the trained eye could spot. It seemed, to those unknowing, that this man was about to go into battle _completely unarmed._

Ben X punched a few numbers into a keypad on the large metal box. It opened, revealing several weapons.

"Okay. Here's how this is going to work." Ben X said, his voice gaining a booming leadership quality that made it seem like he was about to deliver a rousing speech that even Churchill would complement. "We'll be in three teams. Ben, you're going with Dr. Animo and Vilgax to cause a distraction so Kevin and Gwen can disable to ships power system with minimal resistance."

"And you?" Lucky Girl asked.

"I'll be fighting my counterpart." He replied. "I'm the only one who can."

"What do we do?" the younger Kevin asked.

"You and Gwen are staying here." Ben X replied.

"What? Bull!" Kevin spouted. Gwen walked in front of him, to prevent him from causing a scene.

"Why?" Gwen asked calmly.

"Want the truth? It's mostly because if this mission is going to be a fraction of what I think it is, you can't handle it. I know this because I just gave Ben here a crash course and _he_ failed. Miserably. Am I supposed to believe that either one of you is better trained?"

"Ben is hot headed and stupid sometimes. I can keep my cool in a fight." Gwen said.

"Maybe you can. But I look at you and Kevin here and I see exactly what I saw in myself years ago. You've got raw power, and you might even know how to use it. But you just do not have the training."

"Grandpa Max trained us. And he's a great plumber. Maybe the best." Gwen said.

"A few sparring matches and a couple of drills isn't training. That's practice. UIA military trains for nine months. Special forces, two years. And if you've got super powers? That's another year. Then there's combat experience. Officer candidates need to be in at least two conflicts to even qualify to be a lieutenant. Am I to believe that the two of you have upwards three years of training under your belts?" Gwen and Kevin stayed silent. "Can you function perfectly in a squad? Can you push your bodies far past their limits for hours on end? Can you fight without your powers? Can you pick up a weapon, any weapon, and use it to its max efficiency? Do you even need a weapon? Can you use your hands to get the job done?" the two stayed silent. "I didn't think so. I'm only taking Ben because he has enough raw power in that Ultimatrix to make up for his lack of training."

The two looked at each other and sighed. Ben X cocked an eyebrow when he saw the younger Gwen make the face of disappointment that his Gwen made whenever he didn't eat her cooking or he neglected her. It was the face that Ben X hated, so much so that he would do almost anything to correct it. He sighed.

"But I do need you. Just not with us." Ben X continued. "I need you to stay here and act like Lucky Girl and Kevin Omega. Those two are the best heroes in the universe. You have no idea what they do just by existing. You'll also stay here and contact UIA officials if the operation goes FUBAR. If we're not back in three days, follow the directions I'll leave behind. I'll have the two of you fitted for their respective costumes. Don't go crazy. Stop a carjacking or a purse snatcher, wave to a few kids, but do not get to close to the press, because they can tell if you're not the real deal. Trust me, I've used body doubles to talk to the press once or twice and it never worked." The two smiled, and Ben X, now rid of Gwen's infamous disappointment face, was content.

Ben X turned around and continued to inspect the weapons his droid had brought him. Ben X grabbed a rifle and pistol.

"More weapons?" Ben 10 asked.

"Not for me. I've got what I need." Ben X turned to Ben and pushed the weapons into his hands. Ben 10 attempted to shove them back, but his counterpart made this impossible. "You take them or you aren't going." He asserted. He stared into his counterparts eyes. They both knew that the majority of the forms on the Ultimatrix were still locked, and the controls weren't fully activated, limiting the majority of its massive power, keeping him from not only accessing every form on its list, but also keeping him from staying in one form for very long, and switching from different forms more than a few times. Ben 10 sighed and took the weapons.

"That rifle is standard UIA issue, the Hydrogen Beam Rifle. It's a no-recoil nuclear rifle that uses the hydrogen in the air as ammo. We call it the Hell beam. It'll rip through anyone with level 3 or lower invulnerability, so use it carefully." Ben X stated. "That pistol is a handheld plasma cannon, miniature technology of the things we put on warships. It doesn't technically produce any recoil, but the air around it gets superheated and explodes, which will knock your ass back if you aren't grounded properly. It's only got one charge, worth fifteen shots. If you need any more than that? You're screwed anyway. If you point either one of these weapons at something, it will not be standing for much longer. We're going to be on a spaceship, so be careful. The hulls should be able to withstand a few hits, but keep on the move during a firefight, or prepare to suck vacuum."

Ben 10 looked at the weapons and sighed. He flung the rifle on his back, and strapped the plasma pistol onto his leg. Ben X grabbed what appeared to be a chest plate from out of the arsenal as well. Ben X draped it over him and began to secure the straps around his shoulders.

"This is a personal force field generator." Ben 10 said. "It senses different types of energy and produces a force field accordingly. It'll stop any caliber bullet, plasma, lasers, fire, electricity, and mana based attacks. It won't stop heat, physical attacks, debris or-"

"Radiation?" Ben 10 filled in.

"Yes. Radiation." Ben X said as he tightened the last strap. "And that's it. You're as ready as I can get you."

"Wait, Ben." Lucky Girl said. "Don't get me wrong, I'm all for this. But there's no reason that we have to go now. Or that we have to go alone. Why don't we get some special forces from the UIA? Armstrong, Morningstar, Albright, all of them have excellent squads that would be perfect for this sort of thing."

"I don't want to involve anyone else." Ben X said. "Alternate universes? The philosophical implications _alone_ would send people into shock. The smaller I keep this, the more sure I am that it's not getting out."

"Okay, fine." She agreed. "But we don't have to do it now. We can give Ben some more training, you can figure out the master control of his Ultimatrix, something, anything, to make it a little less dangerous."

"I can't. We have a time frame." Ben X replied. "Time moves differently between universes. I'm five years older than this Ben. Who knows what the difference is in our dimension verses this other Ben's. Every second here could be a year there, for all we know." He sighed. "And it's not just that, either. We know that the Multiverse exists now, so that inadvertently confirms a few other things. Think of a universe on an infinitely larger scale. All galaxies revolve around one central mass of gravity. Which means that all universes are constantly moving. Which means that this device could very well be out of range. Maybe in a few seconds. A few hours. A few millennia. we do this quick and we reduce the risk of being trapped in a universe we don't belong in."

"You're saying that we may jump into the other universe…" Ben 10 stated. "And we may not be able to come back?"

"It's a possibility. A possibility we reduce by leaving quickly." Ben X replied. "So let's move out."

"Alright." Vilgax stated. "Enough talk. Let's move out and kill this despot before he injures another."

"Hold on a second." Ben 10 started. "We're not killing him, are we?"

"That's my decision. It'll come down to whether or not I can get his Omnitrix off. If I can, I'd like the first act of government in your universe to put him on trial."

"That seems like an excellent political strategy." Dr. Animo stated. "But I won't make any promises that I won't strangle the bastard."

"Nor I." Vilgax spouted.

"I won't make you." Ben X replied. "I just strongly suggest you don't."

"We'll see." Vilgax muttered. Ben X walked over to the tower. He waved his hand, and a keyboard appeared just under a holographic screen. Dr. Animo put a few numbers in, and everyone walked onto the platform around them.

"Alright." Ben X said. "Is everyone ready? We aren't coming back here until we're done."

"Well actually." Kevin Omega said. "I've been waiting for something like this."

"You've been waiting for us to challenge an evil alternate universe Ben on his own ship?" Lucky girl joked.

"Well…yeah." Kevin Omega replied. He grabbed Gwen's hand and slowly lowered himself on one knee. "Something like that…makes this a whole lot easier."

Both Gwen's gasped. Kevin pulled out a small box from one of the many compartments on his Omega suit, he had hidden it when no one was looking. He opened it up to reveal a purple colored crystal.

"Oh my god." Lucky Girl exclaimed.

"I made this myself, using my powers to grow and combine the materials. It's made up of diamond, steel, and about a dozen different kinds of crystal. Took me forever to get the color right." He said with a smile. "So. Whaddya say?"

"Of course!" Gwen exclaimed. She took the ring and put it on her right hand. Kevin stood, and the two embraced with a passionate kiss. They finished, coming up for air. Dr. Animo stood as tall as he could, and in his best attempt to sound sincere, he said,

"_Mazel Tov_." Vilgax sighed. He turned towards them.

"I would congratulate you in my native tongue, but the words sound suspiciously like swear words in English. " Ben X looked at the two.

"You're putting a lot of pressure on your counterpart, Kevin." He chuckled. Kevin looked at his younger counterpart, who was rubbing the bridge between his nose and eyes, as if though he wanted to scream but could not. Next to him stood Gwen, who looked at Kevin's annoyance with polarizing emotions.

"He'll get over it." Kevin Omega replied. "Anyway. Are you cool with this? I mean-"

"Kevin, I've been wondering for years if you were ever gonna pop the question. I'm happy for you. Both." Ben X replied.

"Good. Because I was wondering…if you would be my best man."

"You should know that you don't have to ask. I'd be honored." Ben X said with a rare, true, smile. He turned back towards the tower. "A wedding planned. A despot conquered. A universe freed. Let's make this the best day of our lives, shall we?"

"We shall." Lucky Girl agreed. Ben X pressed a key on the keyboard, and instantly they were enveloped in the teleportation technology that would take them into hell.

* * *

Heh. Children died at Berlin, you know? Child soldiers, I mean. They thought they could fend off the Russian invaders. They thought they could be soldiers, even though they had little to no training. All in all, the only thing they had was a gun. They only had power. Raw. Unrefined. Undisciplined. Power.


	9. Chapter 9

Chapter Nine

Ah, war. I love it. It's just so beautiful and interesting. Situations in war can change so very fast. One side might be winning gloriously. An explosion later, suddenly the odds are even again. So many people ready to die for their country, their family, their freedom. But even more so are the people ready to kill. They kid themselves, claiming they kill for their comrades, they kill for their god. But when it all comes down to it? They kill because they want to kill. They kill because someone pissed them off years ago and they didn't, or couldn't, do anything about it. Any given man just needs a gun and a cause, and he'll be a perfect killer. I mean soldier. Yes…soldier. Ha.

That must be why I love Ben V, in a strange sort of way. He's nothing like Ben X. _He_ needs a cause. I've always thought that V is only half of X, and I mean that literally, hence his designation. He's got all of X's power. All of his strength and speed, and intelligence. But X has something V doesn't. Morals. Restraint. Discipline.

Perhaps that's why all of this happened. Not my error. Not some cosmic coincidence. Not the power of the Omnitrix. Perhaps it was the power of two opposite forces meeting each other on the field of battle. Perhaps it was differing ideology that ripped apart two entire universes.

* * *

A flash of multicolored light burned the eyes of one sentry on the _son of god_. He put down his bottle of alien booze and looked into the light that was now dissipating. He saw a mesh of six figures, standing in a line inside the cramped maintenance hallway that he was told to guard. One of the figures eyes glowed bright blue in the dark corridor.

The sentry, a young, black man with long dirty hair and a muscle shirt to show off his tattoos, quickly activated his pyronite powers. He charged the figure with bright blue eyes.

But the figure was a million times stronger than he was. It grabbed him by the neck like some ancient monster, and threw him forcefully by merely flicking his wrist. The sentry hit the metal behind him, and the pipes he broke began to poor steam and fluids onto him, putting out his already weak flames.

A purple light illuminated the corridor. The sentry could see as the blue eyed monster came closer to him, slowly reaching out his arm towards his fragile human neck.

"Huh, huh, hey!" the sentry yelled. "puh please! I didn't mean anythin'! I just thought you were intruders!"

The blue eyed monster stepped aside as his fingers grasped his neck. His shadow gone, the sentry could now see the line of people. His eyes ignored the child, whom he recognized as familiar, the over muscled man with the horseshoe on his chest and the extremely attractive woman who produced the purple light. Instead his eyes focused on the old man in the tall alien.

"Oh shit!" the sentry yelled. "Vilgax? Animo? Oh man…look, please, don't kill me. I know I've done some bad stuff but I-"

"Wait a second." Lucky girl interrupted. She walked closer to him and held the purple light above the sentry's face. "Alan? Alan Albright?"

"Yeah!" he yelled. "I mean no! He's my brother, and-"

"Shut up, Alan." Ben X ordered. He pulled Alan out of the pipes and slammed him on the ground. He put left knee on Alan's right shoulder, and his right knee on his gut. He arched his back so he was looking into Alan's eyes, and Alan had no choice but to stare into his blue, cybernetic eye with the omnitrix icon for an iris. Even more disturbing, to Alan, were glowing blue wires in his neck and on his face, and Alan, in his drunken state, wondered if he was staring into the eyes of an angry, vengeful god.

"Here's what's going to happen. I'm going to ask a question and you're going to give me an answer. Got that, Albright?" Ben X sniffed the air. "I know you're not sober but I think it's a simple enough concept."

"What? I ain't telling you nuthin!"

"Double negative." Lucky girl cheerfully spouted. "Now you have to tell us everything."

"You heard the lady." Ben X told Albright. Albright attempted to spit in Ben's face, but was unable to muster enough air in his lungs to get it any further than his own lips, and it splattered on his nose. The blue eye seemed to spasm and shift in its socket, and Albright immediately regretted his defiance.

"You know what I love about Pyrokenetics?" Ben asked. Albright gulped. Ben X raised his arm. White hot flame began to burn from his fingertips. "They think they can't be _burned_." Alan looked into his human eye. Ben X lowered his head and whispered into Alan's ear. "Trust me when I say…they're wrong. Very. _Very_. Wrong."

It was only two minutes afterword when Ben X delivered a swift strike to the back of Albright's head. He had told them everything that was needed. Ben X retold the plan, and went alone through a dark corridor, ready to face his counterpart.

The other five, however, ran down the opposite corridor. Each one silently thanked their god that they didn't have to do what Ben X did. Ben 10 looked down at his Ultimatrix and gulped. Suddenly every memory of when it timed out, of when it changed him into the wrong form, of when it generally just wasn't enough, flew in front of him, tripping him up. He was silently thankful for the allies around him, and the rifle he clutched to his chest.

The two got to a split in the corridor. Kevin Omega made a few hand signals that Ben 10 didn't understand in the slightest. The battle hardened Dr. Animo and Vilgax, however, did. Kevin and Gwen went down the right corridor, and Ben 10 was tempted to follow them. He fought off that temptation and put his past history with Dr. Animo and Vilgax aside. The three ran down a hallway together in relative silence. Vilgax led the way, his sword drawn and his body ready to plow through any and all resistance like living, breathing tidal wave.

Dr. Animo and Ben ran side by side. Dr. Animo took a moment to look at Ben, and saw the worry on his face. His eyes were next to tears. Dr. Animo smiled the best smile he could muster up in their dire situation.

"You remember what we're doing, Tennyson?" he asked. Ben snapped out of his fear induced hypnosis. He nodded his head.

"Causing a distraction." Ben responded in monotone.

"Good. Don't worry. We've got the easy job. Just punch whoever isn't us." Dr. Animo chuckled, but Ben didn't. "Come on, kid. We're the good guys. And good guys always win, right?" Ben swallowed his fear and smiled a toothy smile.

"Oh yeah. Just ask my universes version of you." Dr. Animo laughed as best he could in his full on sprint. Ben laughed with him, and Vilgax chuckled under his breath.

But the short moment of laughter was cut off as the hallway ended. Instead of the confined, safe space of the corridor, they were plunged into a large cafeteria like area of monsters and criminals. Their loud conversing went silent as they all looked at the three. Ben 10 felt his heart stop beating and his body go numb.

Neither Vilgax nor Animo had such a reaction. Vilgax charged the largest group with his sword and Animo began to provoke them Jewish insult and fire the lasers imbedded into his power armor. Ben looked at his wrist and summoned all of his strength to press the Ultimatrix.

"Swampfire!" he screamed. He charged into a group of criminals and spewed hot flame at them. They jumped onto the burning table that had moments ago held their dinners and jumped onto Ben. One dark skinned bipedal alien shoved a six shooter into Ben's face and pulled the trigger as many times as he could before he was ignited by Ben. His body shot into the air and slammed into a wall.

But the small victory did nothing in the long run. A large dragon like creature ripped off Ben's arm, and as it began to chew, Ben noticed that the cafeteria area was larger than he had seen before, and it was filled, shoulder to shoulder, with super powered criminals that wanted nothing more for Ben to scream.

And he did. Loudly.

* * *

The newly engaged couple hid behind a large generator as a dozen alien criminals ran towards the common area. Alarms sounded in multiple languages, and bulkhead doors shut and locked. But neither locked doors nor armadas of criminals would stop Kevin Omega and Lucky Girl from achieving their objective.

The two snaked in and out of what could laughingly be called patrols and security. As they made their way towards the power station for the massive _son of god_, they thought, in the back of their minds, about petty things. How would their wedding be arranged? Who would come? Where would it be? The sorts of things ordinary people wouldn't even remember as they captured guards and interrogated them for security codes.

But they were not ordinary people. Their training had made them amazingly efficient, like cogs in the most elegant of clocks. Their senses were so keen that even ghosts would have trouble sneaking up on them, and their footsteps so quiet that even gods couldn't hear them.

Finally, after half an hour of trekking through dark corridors and listening to alarms, they reached the final door that blocked their objective. Kevin pulled a semi-conscience guard by the ear up towards a pad on the right side of the door.

"Open it." He ordered. The guard gasped for air as he moved his arm like a drunkard towards the pad. It finally managed to land on its intended target. Kevin threw the guard aside, and Gwen shot a magic bolt into his skull, completely knocking him out.

The door opened. The grimly lit corridors gave way to a brightly lit room. In the middle of the room sat a large reactor. The couple calmly walked up to the reactor, and Kevin readied his absorption capabilities.

The two stopped, however, when they heard two footsteps walking into the room with them. They turned around to see a disturbingly familiar face.

"Michael?" Gwen spouted. "Michael Morningstar?" The golden haired young man looked at her with a smile.

"Yes. Indeed I am. I'm flattered that a beautiful woman such as you knows my name." he walked forward. "Please tell me that this is all a ploy to get my attention?"

"I'm afraid not." Lucky girl replied. Two orbs of purple energy began to steam from her hands. Kevin placed his massive gauntlet on her shoulder.

"Wait. I want to take this prick." He said. She turned towards him. "I never liked the way he looked at you. I always wanted to deck him."

"By all means." Gwen replied. "I'll get to work on the generator." She turned her back on Michael, and ran towards the computer console. Michael walked forward and looked lustfully at Gwen.

"You know…" He started. His voice showed no signs of fear of the massive man that stood in his way. "I _hate_ it when women turn their backs on me." He smiled. "But with her? Well. I enjoy the view enough that it makes up for it."

"Alright asshole." Kevin muttered as he walked forward, his fists up and ready. "That's my wife."

"Oh? Congratulations. She must be infinitely charitable, to even so much as look at a pig like you. Knowing you've been there? She's significantly less attractive. Almost homely, now."

"Are you gonna do something or what, pretty boy?" Kevin growled.

"Oh? Oh! That's right! You're a combatant! We're fighting! I'm sorry, I forgot, what with you not being fit to wipe my ass, and all."

Kevin had enough. He knew full well what Michael was doing. Not only baiting him, attempting to make him angry so he wouldn't be careful. But also trying to get him to attack first, making him close the ten feet distance between the two so he would have a better chance of performing a defensive strike against him. Kevin managed to close the distance in half a second, something Michael had not expected. Despite being caught off guard, Michael managed to shoot a yellow beam at Kevin.

The built in force fields of his power armor took care of most of it, but some of it broke into his suit. Kevin, against his wishes, was forced to absorb the energy. Instantly he was overcome with sickness and disgust. The energy was parasitic in nature, and Kevin could feel just from a little bit that it was taken entirely from young women whom he had his way with in more ways that Kevin wanted to acknowledge.

His rage amplified a million fold from feeling such energy, Kevin delivered a super powered punch right into Michael's gut. Michael coughed his rapist blood all over Kevin's face, and Kevin felt poisoned by it. He pulled his fist back, ready to hit him again and again until there was nothing left, but Michael put his hands onto Kevin's face and launched an intense wave of parasitic energy into him.

Blinded, Kevin summoned his reserve energy to create electricity. He conducted the electricity through his skin like an eel, and Michael was zapped. Kevin opened his damaged eyes and charged Michael's outline. He tackled Michael to the ground, but Michael, like the snake he was, slithered his way out of his grasp and onto his feet. Kevin tried to get up, but Michael summoned his strength and kicked Kevin in the chest, cracking the Omega symbol, and winding Kevin for just a split second.

But that split second was enough for Michael to get onto Kevin's back and grab onto his neck. In a voice fit for the devil himself, Michael spoke into Kevin's ear.

"Osmosian!" he yelled. "Oh yes. I love your race. Ran into a few last month, actually. Oh, the backlash from absorbing your energy is pretty wicked, but by god, is it worth it. It's a million times more potent that humans. And oh god, is it orgasmic." Kevin gagged and tried to stand, but his hands were already absorbing his energy. "Oh yes. I can't wait. I'm going to use your power to have some fun with your wife. Remember when I said I didn't want her? I lied. I _so_ lied."

Kevin fought his absorption, but even his power armor couldn't give him the strength to stand. But just as he felt his heart had no energy to beat, the absorption stopped, and Michael fell to Kevin's side. Kevin looked at Michael to see his right eye, missing an iris, and spewing blood. Kevin, with new energy, managed to stand. He saw Gwen, her hand still lowering to her side, and he could see the blood dripping off the wedding ring he had given her.

"My face!" Michael screamed. "My eye! You bitch!" Michael pressed his hand to his eye to stop the bleeding, but as he did, Gwen pointed her fist at Michael, and dark purple orb appeared and began to burn the air.

"Keep your hands off my husband." She ordered. The orb became a beam that enveloped Michael Morningstar's face, and scorched his skin and eyes. His teeth exploded in his mouth from the massive increase in temperature, and when the beam stopped, the couple knew that this devil had seduced his last victim.

They turned and walked nonchalantly towards the reactor. Kevin absorbed some of the ambient energy as he spoke.

"You know I could've taken him by myself." He joked. She stopped and turned towards him.

"You know you don't have too anymore?" she said. Kevin looked into her eyes. The two would've passionately kissed, and more, had they not been on a mission. Gwen forced herself to break away, and Kevin followed suit.

"Come on. Let's disable this core so we can get home." She said. Kevin smiled.

"I _like_ the sound of that." He sang suggestively.

* * *

Ben X felt the explosions all around the _son of god._ he checked on his teams status with his X-ray vision to see that they were all okay and doing their jobs, or in Gwen and Kevin's case, had their jobs done. As soon as he looked in their direction, the alarms that had been blasting several warnings stopped. The lights went off, and a second later, the emergency lights came on. Ben X felt relieved. All he had to do was take down his counterpart and go home, send his other counterpart back to his home universe, and the world would be safe once again, and he could go back to listening to politicians and stand-up comedians bash him on TV.

He walked calmly towards a door. It had one guard in the front, sitting behind a desk. Ben X knew from the other two checkpoints that he could get close enough to the guards before they suspected anything and influence them with his telepathy before they called in the alarm.

But this checkpoint was different. The guard, a seemingly young, blue alien female and saw him. She smiled a warm smile at him and spoke loudly so Ben X could hear him at the end of the hallway.

"Are you the intruder, sir?" she asked in a crisp, seemingly British, accent. Ben X, caught off by her politeness on a ship full of criminals and monsters, stopped. He wondered how he should answer her, and decided to go with his gut.

"I am." He responded.

"Delightful!" she cheered. "Please follow me. Mr. Tennyson is waiting for you." She opened the door, and Ben X calmly followed her. Through the door was a carpeted lobby. Art, both human and alien, had been hung on the wall. A soft melody played from the ceiling. The entire area was well lit, smelled of tea and bread, and was sound proof. Ben X could tell that it had been added onto the _Son of God_, and had its own power supply because of it.

Ben X followed the woman towards a large wooden door. She began to knock, but a voice, a voice that sounded suspiciously like his own, stopped her.

"Come in." it said. She opened the door, but didn't go in. she smiled at Ben X as he walked past her. The room was a beautiful office. On one end was a globe, many paintings, and a record player. A bookshelf covered an entire wall, and Ben could see it was filled with science fiction novels. At the end of all this was a large desk, the desk that once sat in the office of the president of the United States. And a young man had his feet on the desk.

The man had long, dirty brown hair. His face was unshaven, leaving stubble on his face. He wore a clean gray sports jacket on top of a ripped back tee shirt. His pants were normal slacks with assorted blood stains, and his shoes were tennis shoes that Ben remembered from his childhood. They had been ripped, torn, taped, and re-worn.

But despite his strange dress, the most off setting was the young man's face. Both of his eyes were glowing blood red, and the iris' of his eyes were Omnitrix symbols. Red wires came up from his neck, just below the skin, and crossed his nose and forehead. When he opened his mouth to insert a cigar, Ben could see similar wiring inside his throat.

He lit the cigar with the fire on his fingers. He looked at Ben and smiled.

"Well." He started. The cigar dangled in his mouth. "I'd introduce myself, but I think you know who I am. And I think I know who you are…Ben."

Ben stayed silent, but nodded his head ever so slightly. His counterpart clapped his hands together and laughed.

"Oh, man, what a day this is turning out to be." He said. "So. Let me guess. You're an alternate version of me from a different universe who wants to fight me, bring me to justice, restore order, and go home and fuck some pretty little Mary Jane waiting for you back home with her hands clasped tightly, praying for your safe return. Is that about right?" he asked. Ben X cocked his head and shrugged.

"Close. Justice, for you, can be defined by someone else. The same person who brings order back to this universe. And I'm afraid I don't have a Mary Jane. I just want to take you down and go home."

"Noble. And sad. Good looking guy like you? Unattached? That's outrageous." He leaned forward. "You're not gay, are you? I've always wondered…" Ben X didn't find the joke funny, and his counterpart leaned back into his chair. "Well. Don't get me wrong. I can't wait to fight you. But I've got some questions first. Make yourself comfortable. There's some booze in the globe over there." He pointed. Ben X looked at it and shook his head.

"I don't drink."

"Neither do I. I'm actually glad you don't, because, and this is embarrassing, I installed plasma charges into the globe. Had you opened it, it would have exploded, destroying the wall sending you into the vacuum of space while I shot out the door and into the office next door, hit the bulkhead, and locked you out." Ben X stared at his counterpart. "What? Can't you take a joke?"

"What are your questions?" Ben X asked.

"see. I _knew_ you were as curious as I was." He smiled. "Seriously. Have a seat. I don't plan on fighting you for a while. Take a seat and make yourself comfortable."

"I'd rather stand." Ben X defied. His counterpart shrugged. Defiance didn't bother him like it did Ben X.

"Well, you see, I had thought that the young brown haired boy with the green jacket and the old fashioned Omnitrix on his wrist was your son. But after hearing about your lack of a Mary Jane, and your complete, high-brow seriousness, I doubt you have a child, and if you did, I doubt you'd bring him into battle. Tell me. Is that another version of me? Of us?"

"Yes." Ben X responded.

"Oh my. I can't wait to meet him."

"You won't." Ben X informed him. The other Ben nodded his head.

"Oh, right, you're going to kill me." He stopped and cocked his head. "But Good guys don't kill, do they?"

"I'm not that kind of good guy."

"I see. I better start taking you serious then." He mocked. Ben X prepared himself for an attack. The other Ben merely smiled. "And I will! When we begin fighting, whenever I get into the mood, or you try and draw first blood."

"Just ask your damn questions."

"No. you." He ordered. He put his feet on the ground and leaned forward, throwing the cigar. "I know you want to ask it as much as I do." But Ben X stayed silent. "Fine. How come you and I are so different? Anyone can tell just by looking at us that comparing us would be like comparing apples to quantum physics. Why?"

"I'd been giving that a lot of thought, actually." Ben X replied. He walked forward, as if though he was about to tell his counterpart the biggest secret of all time. "You know what I think?"

"What?" his counterpart asked. Ben X looked into his counterparts eyes. He inhaled, preparing to divulge the secrets behind their realities.

But instead, Ben X used the suspense to throw his fist into his counterparts face, busting his invulnerable nose, and simultaneously releasing a massive blast of temperatures that would melt steel. The evil Ben fell back in his chair as the area around him turned to ash and blew away, escaping his wrath.

"I. Don't. Care." Ben X said. He threw aside the priceless symbol of power that was his desk. "I don't have any questions for you. I don't care how you became the way you are, or why you do things. I don't care. At all."

The evil Ben clutched his nose and stood. The temperatures in the room began to violently fight, as Ben X produced massive amounts of heat, and the evil Ben, Ben V, began to produce temperatures just above absolute zero.

"That was awfully rude." Ben V muttered. "But if that's the way you want it, Fine!"

The two traded punches. The _Son of God _shook, and all of its passengers knew, that two gods had taken to battle with each other, and nothing was going to survive the battle between them.

* * *

Yes. War. They say it's an art. And i saw why. It pleased my senses, the millions upon millions I have, to watch their war. The war going on side them, the war going on between them. The war of Ben 10 as he struggled to dispatch an armada without killing anybody.

It was so. Goddamned. Beautiful.


	10. Chapter 10

Chapter Ten

Was it Perseus? I believe so. He owned a sword that could cut through anything, and an indestructible shield. I had always wondered what would have happened if he decided to see which one was stronger. He never did, though. I suppose Perseus was a smarter man than I. I suppose he knew what would have happened. But I didn't. I struck my unstoppable sword unto my unbreakable shield.

* * *

The entire ship rocked. The _son of god_'s artificial gravity cut out for a split second, allowing Ben 10 to escape the grasp of a large machine-like alien with pincers for hands. His Echo-Echo form wasn't meant for close quarters combat. He ran away from the pincer machine and screamed a sonic scream. The machine vibrated and its head began to smoke; Ben had disabled what counted as its brain.

But even though that was likely the twentieth monster he had beaten, he seemed to be fighting the mythical beast that gained two more heads when one was severed, but Ben dared not to remember what that beasts name was, as he feared the mere thought might summon it.

Ben was tackled by a zombie looking humanoid with knives for fingers. It stabbed into Echo-Echo's soft skin and began to claw at his head. Ben tried to scream, but the tackle knocked the wind out of him. He tried to wiggle out of the zombies hold, like he had seen wrestlers do at his school, but nothing, not even a swift kick to the groin, seemed to stop him.

"Ben!" a voice yelled. A red flash of light momentarily blinded Ben. When his vision came back after a few blinks of his eyes, he saw a hole in the zombie's abdomen. Then, two large metal hands grabbed the Zombie by the shoulders and threw him across the room.

Dr. Animo helped Ben to his feet. They stood back to back. Ben finally got some air in his alien lungs and screamed, disabling a four armed man with swords in each hand that charged the two. Dr. Animo fired the lasers from his palms and knocked over two gun toting criminals that screamed for blood.

"Seems I was overzealous…" Dr. Animo started. A previously invisible ghost like alien tried to stab Animo with his claws, but Dr. Animo, in his battle hardened senses, sensed the danger just before the claws pierced his old skin. He grabbed the hand and ripped it off, then put his palm into the face of the ghost and fired his laser. "When I considered this to be the easy job."

"No kidding." Ben said, his voicing sounding as if though he was in an echo chamber made of metal. Suddenly, Ben heard a loud alarm. At first, his mind merely classified it as the alarms on the _Son of God_, but he quickly remembered that the power had been shut down fifteen minutes before. He looked down to see the ultimatrix icon blinking red.

"That isn't what I think it is, is it?" Animo asked.

"Cover your ears." Ben responded. "I'm going out with a bang. A loud one."

Instantly, Echo Echo split himself into two. And those two duplicated themselves. The process continued until there were as many Bens as there was criminals, and they, in unison, screamed.

The scream shook everything to its core. Dr. Animo instantly vomited, but kept his metal gauntlets over his ears, as to keep from going deaf. Metal vibrated and melted, wood and glass shattered into a million pieces, and Ben silently prayed that no one was killed by the time the scream was through.

A green flash of light assimilated Ben back into one form, his human form. He fell to his knees and threw up the Arogun Jelly that Kevin Omega had prepared for him. Ben was shocked to learn it had the same texture coming up as it did going down.

"That about did it." Dr. Animo muttered as he fell backward and landed on the ghost he had dispatched before. Despite its skin being made of something akin to rough leather, it seemed to the doctor that it was the most amazing pillow and mattress ever, and his body wanted nothing more than to rest.

But he couldn't sleep. His mind was filled with horror as he pressed the communications link in his ear, and frantically he checked on the well-being of his last friend and ally.

"Vilgax? Are you okay?" he asked.

"Fine." He responded. Dr. Animo looked around for the only standing monster, and saw Vilgax walking slowly towards them. His sword was out, and coated with blood from scores of different races. "Tell me child. If you could do that from the beginning, why didn't you?"

Ben only stared back at Vilgax. The energy of the Ultimatrix was the only thing that allowed such a powerful attack. Ben could feel that it had no energy left. It would take a while to recharge. And while it did, Ben was exposed and weak. Vilgax took his silence to mean all of this, and he sat next to Dr. Animo, his amphibian bones moaning as he lowered himself on the ground.

"What next?" Vilgax asked. Dr. Animo pressed the button in his ear.

"Omega, Lucky girl. What's your status?"

"We're coming." Lucky Girl responded. There was a large shake in the _Son of God_, as if though it had hit a planet sized asteroid. "I think Ben's met his counterpart."

"Indeed." Vilgax said into his communication link. "Meet us in the commons, and we shall aid your cousin in battle."

"Sounds like a plan. ETA, twenty minutes. Lucky girl out." The com link went silent. Ben managed to find the strength to look at his Ultimatrix to see that it was still red. Twenty minutes? Plus another ten or so to get to the other Bens. Would half an hour be enough time for it to recharge? What if wasn't?

As if though the Devil heard his fears, a sound came from adjacent to the three. There, in a dark hallway, was a red dot, the ember of a cigarette. Two hands could only be seen when they came near the ember. The cigarette holder was clapping.

"Twenty minutes, huh?" it said. It had a masculine voice. A familiar voice. Ben found the strength to stand only when Dr. Animo helped him up. "Guess I'll have to work quickly."

The man flicked the cigarette into the light, and his boots quickly followed. There, standing only fifteen feet away from the tired trio, was Kevin Levin.

* * *

Ben V was, for one of the first times in years, scared. He raised himself out of the debris and tried to stand tall, but Ben X smashed him down once again. This time V managed to just barely avoid the strike, but the displacement of air alone shot him down the hallway. He managed to stay on his feet.

"This isn't fair!" Ben V screamed. "You and I! We're supposed to be equal! This is supposed to be a fair fight! How are you stronger than me? How?"

Ben X ignored his pleas of understanding and walked calmly toward him, set on V's destruction. Ben V let loose an array of ice, but Ben X flicked his wrist and summoned hell fire to melt them and revert the temperature back to normal before it ever became an issue. Ben V backed up.

"Wait! Please! I just want to talk!" Ben V pleaded. Ben X struck him in the stomach. He grabbed him by the belt and threw him through another wall, what must have been the twentieth he had broken.

"Just want to talk?" Ben X asked as he grabbed his counterpart by the hair. He rammed his face into the metal, over and over again, until there was nothing left of the metal. He threw him to the ground like a ragdoll. Ben V got up and flew to the opposite side of the hallway, and turned to face him. "What is it with you people? Dictators, criminals, evil demons. When you're winning, you seem intent on destruction and death. You don't care about anyone in your way. You get what you want. But when you're losing? It was just a joke. It isn't your fault. Or you throw out some excuse, or some argument of morality. That's why you people always loose. You're afraid too. You're afraid to lose because you know you've done wrong and you're afraid of the repercussions."

"I'm not afraid of anything!" Ben V screamed. "Especially not some bullshit hero with a cause to kill for! You think you're any different than me? Ha! The only difference between us is the color of our omnitrix!" Ben V, in his anger, flew at the speed of light at Ben X. His mass became infinite, and his strike could destroy planets. But when he hit Ben X, he merely waved off the assault and grabbed his counterpart by the neck.

He threw V to the ground and got on top of him. He got him into a headlock and pulled, stretching his spine, as to keep V from doing anything Ben X didn't allow.

"See? There you go. Some throw away excuse. I really thought you were like me. I thought you were a soldier. A man. But you? Your nothing." He pulled on his spine and broke Ben V's trachea. It re-healed and broke a dozen times in a second, and despite the fact Ben V didn't need air, he tried his best to breath. "Hear me!" Ben X screamed. Ben V's entire molecular structure vibrated and he felt as if thought he was going to melt. "You're nothing! You're fucking nothing! You're not some god! Not some interstellar conqueror! Not even a super villain! You know what you are? You're just some punk with a gun!"

Ben V could feel the minor flexing Ben X's arm. He was about to snap his neck. Ben V released a blast of telekinesis, strong enough to shatter everything within thirty feet into dozens of pieces. Ben X was launched like a rocket into the now shattered hull behind him. He leveled himself with his own telekinetic powers.

Ben V rubbed his aching neck. His trachea re-healed, and he spoke, now calm.

"Yeah? Well you're just using your telekinesis to enhance your strength. And now I am too." He informed. Ben X's eyes arched. "So come on, Mr. High and Mighty. Let's see how you fight someone who's every bit as powerful as you."

Ben X smiled and laughed. Ben V cocked an eyebrow.

"That's funny. You think you're even half as powerful as I am."

* * *

Ben 10 was thrown across the room. He landed on his back and rolled across the concrete floor. He quickly rose to his feet. His body was telling him, begging him, to quit. He could feel at least a dozen broken bones, and every so often he coughed up blood. But there was no letting up. No catching his breath. Not after Kevin Levin changed into his monster form.

It was ugly to be sure. The beasts of legend would take one look at Levin and spit in disgust. Those same beasts would be ripped apart only seconds later. The form was large, just as tall as Vilgax. It had four arms, each one with sharp claws or talons. On its back, it had two insect wings that could keep him hovering for as long as he needed. Jutting from his back was two, slimy, green tentacles that he wrapped around his waist like a demonic belt, and Ben could tell from the air popping and sparking around them that they were electrically charged.

But the worst had to be Kevin's face. It had three eyes. two on the right, one stacked above the other. They were beady, blood red, with no iris'. The other eye was large, larger than the other two. It was green, with a black, rectangular iris that looked blankly at everything and nothing at the same time. His mouth was filled with sharp fangs and serrated teeth that could cut threw and chew steel as if though it was grass.

Ben took only a second to admire his ugliness. Dr. Animo charged Kevin, tried to punch the ugly off his face, but he too was thrown back with one arm, as if though Dr. Animo weighed but a few pounds. Dr. Animo slid back towards Ben. Ben helped the old man, who's bones must've cried more than his, back to his adamant feet.

"How do we stop him?" Ben asked.

"Every being with invulnerability I've ever fought as one weakness." Dr. Animo said. He sprinted towards the monster as it grabbed with fiery hands at Vilgax's face. "Aim for the eyes!"

Ben retrieved the rifle he had strapped onto his back. He put Kevin's eyes just above the square barrel of the gun and fired.

A red beam ejected from the gun. Ben was shocked to find that the gun actually kicked forward instead of backward, and suddenly his reflex to pull up before he pulled the trigger was gone. He saw that his aim was just a bit off, and he adjusted accordingly.

"Vilgax! Keep him still!" Ben screamed. Vilgax shoved his sword into Kevin's hooved foot. Kevin screamed and knocked Vilgax away, shifting his weight just enough that the hell beam just missed him. Kevin raised his hands and created an intense wave of heat that shot out at Ben. Ben had only enough time to close his eyes.

But when he opened them, he saw something beautiful. The fire swirled around him, but was unable to touch him. Ben looked down at his chest to see the device blinking, indicating a force field had been projected.

Instantly, however, Ben's amazement turned to horror as he quickly remembered that it could keep out the fire, but not the heat it produced. The force field had turned the sphere around Ben into an oven, and his skin burned. His jacket suddenly caught ablaze and he dropped the blaster to rip off the burning cloth, only to find, to his infinite horror, that all of his jacket and jeans were on fire.

The fire outside the sphere let up. Ben caught a glimpse of Vilgax holding onto Kevin' arm as he fell to the ground, screaming.

Dr. Animo ran up to Ben and began to tear off the personal force field generator. Once it was off, he tore off Ben's jacket and began to pat down the fire.

Dr. Animo saw as a shadow engulfed the two. He turned to see Kevin, with Vilgax's sword, standing above them. Dr. Animo grabbed Ben's flaming body and rolled out of the way just as the blade came down.

"Vilgax!" Dr. Animo screamed. "Catch!" he grabbed Ben by the neck and belt and chucked him into the air, just above Kevin's head. The wind knocked away what little flame was left on Ben's body, and Vilgax caught the boy.

"I've got you, child." Vilgax assured. He laid Ben down on the ground, but took no time to attend to his wounds. He instead pulled the blaster from his holster and ran into the fray.

* * *

Ben X fell to his knees. He inhaled, although his body no longer needed the air. He looked up to see his counterpart, leaning on a wall that could give at any moment. Ben X willed his body to move, to take advantage of his enemies weakness. Unfortunately, every super dense bone in Ben X's body was broken. Every organ busted. His spine was misaligned, and he was bleeding profusely from a dozen gashes. Luckily, his counterpart was no better off. They sat there, heaving for air they didn't need, waiting for their bodies to heal. They had nothing to do but look at each other.

"Your body." Ben X said. "It has laser vision, right?"

"Yeah." Ben V replied. Ben X chuckled. "What?" Ben V asked.

"Nothing. It's just that…I haven't used mine…not in this form, anyway. People think that laser vision is like a limb. You have to move it, you have to try to use it. But that's not true. Not for me, anyway. You don't so much push it out as you let it go. Because it's always there. Burning behind your retina. Begging to be let loose." Ben V stared at him and shook his head.

"Is that supposed to mean something to me?"

"Yeah." Ben X locked eyes with his counterpart. "I'm letting it loose."

A dark green beam shot out at Ben V. Ben V cursed under his breath, and let loose an identical beam of dark blue energy from his eyes. They met in the middle and created an explosion that absorbed everything around it.

* * *

The alarms sounded. It took a while for the alarm to come in English, but when it did, Gwen and Kevin were horrified to hear that the hull was breached. Without power, the external force fields that kept the ship pressurized weren't there, and an entire sector of the _son of god_ was going to be ejected from the main ship.

The two stopped, checking to see if they were in that sector, but they were not. Kevin found a map in the hands of an engineer that they knocked out and began to look at it.

"That's what I thought." Kevin muttered. "That sector houses Evil Ben's personal quarters." Kevin turned to Gwen. Even through the mask, she looked worried. "Don't worry. Ben can survive in space just fine."

"I know." Gwen replied. "I was just thinking…remember when you and I joked around when we were kids. We joked around and talked about who could beat Ben? We said Superman, Thor, Captain America, none of them could beat him."

"Babe-" Kevin started, knowing where this was going. But she kept going.

"We said the only person that could beat Ben was Ben."

"But that's assuming that Ben's alone." Kevin said. "That evil Ben? He doesn't have us. Our Ben does. So let's go link up with Animo's team so we can take this son of a bitch down." Gwen looked at him and nodded her head. she smiled through the mask.

"You know they have the same mom?" she asked jokingly as she began to run down the hallway. Kevin shrugged.

"Yeah. Guess I'll need to come up with a new insult."

* * *

"You stupid, slimy, piece of shit." Kevin Levin muttered to Vilgax. Vilgax reached for the pistol, still in his hand. But his hand was a few feet from his arm, and his hand still clutched the blaster. Kevin stomped on his uninjured arm, and his amphibian bones shattered. Vilgax moaned, but he wouldn't scream. "Tennyson let you escape. He thought you were the only person. The _only _person in the whole universe that could even come close to fighting him on an equal level. And what do you do? What do you do when you have a second chance? You come back here with old man Animo and some punk kid with a knock off Omnitrix. It's like you want to die!" Vilgax activated his laser vision, hitting Kevin in the chest. But it did nothing, save anger Kevin even more. Kevin raised Vilgax's sword high above his head and slashed.

Vilgax's warrior pride gave way to his pain, and he bellowed a curse in his native tongue. The sword had come down, just above both of Vilgax's eyes, and slashed them both. Vilgax kicked his legs and did everything he could to get the monster off of him, but Kevin didn't budge.

"This sword…" Kevin said. "This is some family heirloom, isn't it?" Vilgax didn't answer. Kevin laughed and stabbed the sword clean through Vilgax's chest. "Guess that makes this ironic." Kevin grabbed hold of the hilt of the sword with both hands and bent the blade.

Kevin, laughing, walked away from Vilgax's dying body and walked over to Ben. Ben looked over at Vilgax, who moved only enough to indicate he was still in pain. Behind him lay Dr. Animo, who was unconscious, laying on a table that was broken when Kevin decided he's metal exo-suit would make an excellent bat.

Kevin grabbed Ben's burnt body by the neck and raised him off the ground. Ben looked down and believed that he wouldn't survive the fall if Kevin dropped him. He looked back into the three eyes of the monster named Kevin Levin.

"Alright, pipsqueak." He bellowed. "Who are you?"

Ben looked into the eyes of death itself. He saw his parents, chastising him for lying to him about being a superhero. He saw Gwen and Kevin, both versions of them, getting married, and he was Kevin's best man. He saw his girlfriend, Julie. He saw her lips as the two inched in for a kiss...

And he wasn't about to let some mutant freak take all that away from him. He found new strength in his burnt body and smiled.

"My names Ben." Ben muttered. He slowly unclipped the holster attached to his leg. "Ben…Tennyson."

Kevin smiled and laughed, a laugh so loud that it shook Ben to his very core. He could feel his claws getting tighter around his neck, and Ben grabbed the handle of his plasma pistol. It took all the strength in the world to lift it, maneuver his arm around Kevin's, and push the barrel of the pistol into one of Kevin's three eyes, and finally, to pull the trigger.

Ben's weak body was thrown from the explosion. The air around him became superheated and exploded, and Ben found himself thanking his burnt skin for not relaying the sensation of being thrown across the room and feeling drops of plasma drip onto his chest.

His body hit the ground. Ben rolled with the impact until he hit the body of a particularly large alien. He laid there; still, his body wishing to stay numb, as if he acknowledged that he had a body, he would be engulfed in massive pain.

Two metal footsteps came closer and closer to Ben. He turned his eyes ever so slightly to see Dr. Animo.

"you got 'em, kid." He admired. He reached down to help Ben up, and Ben, against his better judgment, moved his arm and grasped his hands. The numbness was replaced with pain. Burning, intense, pain. But Ben felt fine. He was alive. And that's all that mattered.

Two familiar voices came from behind them. They turned to see Kevin Omega and Lucky Girl running to them. Dr. Animo and Ben almost screamed in anger. Neither had the strength. Only Animo muttered.

"You're late to the party." The two heard this and saw the massive chaos. They immediately saw Vilgax, a sword in his chest. They ran over to him. Gwen knelt down and Kevin examined the sword. Ben leaned on Dr. Animo, and the two hobbled over to him.

Vilgax was coughing up what little blood was left in his body. Kevin Omega looked at the bent sword and looked at Gwen. He shook his head. This was the end of the Chimera Sui Generis. Dr. Animo saw this and knelt down next to his friend.

"You're going to be okay, Vilgax." He lied. Vilgax laughed.

"I don't think so, James." He muttered. "I…I can see my people."

"Damnit, you two ton squid." Dr. Animo muttered. "Don't say stuff like that. You're going to make me cry."

"This is what I want, old friend." Vilgax looked at him. He closed his eyes and smiled. "I wonder…if all the races go to the same heaven?"

And then he was dead. He held out long enough to say his form of goodbye, and let go. Dr. Animo could sense his passing. He clenched his fist, and with newfound strength, he smashed his metal fist into the ground. But he had shed enough tears for a dozen lifetimes. Vilgax, the once infamous pirate and dictator, would get only a dent in the ground for his mourning.

"Come on." Dr. Animo muttered. "Let's go help Ben. Finish this."

The four got up and walked towards a corridor, leading towards the battle between gods. In their way was the corpse of a monster. Kevin looked down at the monster as he stepped over it.

"Who's this guy?" he asked. Ben stopped, and, with a sarcastic chuckle,

"you." Kevin looked down at his counterpart and sighed. He kicked its rough monster skin, but it didn't move. It couldn't. It only had half a head.

"He's dead." Kevin informed them of the obvious. Ben turned his back on it.

"Fuck 'em." He muttered as he walked down the corridor.

* * *

I laughed so hard when I heard that. I laughed at Ben 10's supposed idealism. It just goes to show you. It's easy to forget what a sin is on the battlefield.


	11. Chapter 11

Chapter Eleven

And now we come to the end. The end of my story. My, sad, sad story. I won't delay any longer. I won't ramble on about the triumphs and failures of men and mortals. I won't talk about god. I won't make some clever analogy. I can't. I can't because I'm dying, too. And the reality that rejected me once is welcoming me back with open arms, and the devil is lighting his grill, ready to burn me for my sins.

* * *

The four discharged their weapons onto the tall robot that blocked their way. It exploded, and fell. Ben 10 put the plasma pistol back into its holster, and the four began to once again run towards the battle between Ben X and V.

"Okay." Kevin Omega said as he looked at a holographic projection of a map. "If I'm reading this correctly, I think that we should go this way." The group followed his lead. He put the map away, and they walked into long hallway guarded by a strong, metal door. Kevin Omega pressed a few buttons on the pad next to the door and it opened.

Instantly, they were overcome with a disgusting scent, of rotten fish and latex. They walked into a slender hallway with dozens of doors on each side.

"Is this the right way?" Gwen asked as she held her nose.

"Yeah. Right through here and we should be close to the sector that's about to get launched off. Which means we'll be close to wherever they're fighting."

"Whatever. Let's go." Ben said. He led the way. He looked from side to side, looking inside the rooms through the bars. He was shocked to see that there was any sort of jail on the ship. What crimes did criminals look down upon?

It didn't even register to Ben that all of the "prisoners" were all female. It did, however, come to Kevin as he looked inside. His stomach churned and he felt he was going to vomit.

"Oh my god." he exclaimed.

"I see you've noticed too." Dr. Animo muttered. Ben stopped to look at the two. Dr. Animo looked at Ben. He didn't feel the need to shield the child from the atrocities after what he did to Kevin Levin, and after what he was willing to do with the plasma pistol on his leg

"These rooms…They're rape rooms, Ben." Dr. Animo informed him. Ben's face went green. He turned to the nearest room to see a woman coming up to the bars.

"Hey." She said. Her voice had no soul in it. She was blue, with black eyes and tentacles for hair. "I'll take care of you, kid…got any food?"

"Jesus Christ." Ben muttered. He walked towards the door and looked for a lock. He was even more horrified to see that there was none. The door came right open. She looked at him and frowned.

"You…you don't have any food? That's okay." She began to unzip her jumpsuit. Ben turned away, not wanting to see what her confinement had done to her body. "You…you don't want to-"

"Look!" ben yelled. "We're taking down Ben Tennyson. So…so just go, alright! Get out of here!"

The woman didn't respond. Ben walked away from her. He yelled it loud enough for the entire hallway to hear, but no doors came open. The women didn't run away as they should've. They were broken. Broken and rebuilt into obedient creatures of sex.

As they walked by a door, however, Ben was happy to see a woman with silver hair walk out. She looked at Ben.

"Your…your taking him down?" she asked. Ben looked at her, and he knew he recognized her, but couldn't place from where. Suddenly, Dr. Animo shot past Ben and in front of the woman.

"Charmcaster!" he yelled. Dr. Animo reached for her, but she pulled away, her eyes not seeing the man she once called "uncle."

"It's me!" Dr. Animo yelled. "Dr. Animo! Uncle James! I'm here, I've come for you." He grabbed her by the wrist.

"Dr. Animo?" she asked blankly. Dr. Animo disregarded the fact she didn't remember him. He knew that, with what she had been through, it was likely she didn't remember her own name.

"Come on." He said. He pulled her back towards the door they had come in at. Kevin looked at the old man as he walked by them.

"Where are you going?" Gwen asked.

"I'm taking her home. We passed some escape pods on the way here. I'm leaving." Dr. Animo said. Ben looked at Kevin and then back at Animo. He ran over to him.

"You can't just leave!" Ben exclaimed.

"stop me." Dr. Animo challenged.

"We need you."

"I'm sixty seven years old!" Dr. Animo stopped and screamed. he looked at Ben, and Ben began to see the age in his eyes. He kept walking. They walked out of the hallway and over towards a dozen escape pods lined on the wall "I'm bleeding internally. Every single bone from the waist up is broken. I'm no help here. Just let me take the closest thing to family I have home and get her help. Please."

Ben stopped. Dr. Animo opened the escape pod and dragged charmcaster in. Ben watched as he closed the door, and the escape pod left the _son of god. _Kevin and Gwen walked up to Ben and watched the escape pod disappear from their view.

"Hope he knows what he's doing." Gwen said. The three turned around, ready to once again pass through the slender hallway that stunk of rotten fish and latex.

* * *

Dr. Animo watched as his allies disappeared from view. He sat down in the pilot's seat. He plugged in a few coordinates and the ship began a course for earth. He laid back in the seat for only a split second before he realized Charmcaster, like the blue alien woman, was probably hungry. He stood up and searched for a survival kit in the many compartments. He found one and opened it up to find some dried, alien food, in a blue plastic wrap.

"alright, Charmcaster." Dr. Animo said. He opened the plastic bagging to find what appeared to be jerky. He split it in half and walked over to her. She was looking out the window, watching the _Son of God_ get smaller and smaller. She turned to Dr. Animo.

"Here." He said. He handed her the larger piece of jerky. She took it, but didn't eat it. She looked at Dr. Animo.

"where…where are we going?"

"Home. We're going home. Back to earth." Dr. Animo said. Charmcaster looked back at the _Son of God._

"but…but my home is there." She said. She looked at Dr. Animo. The psychic conditioning given to her by Ben V kicked in. she held the rock hard jerky in her hand, and, in one swift movement, shoved it into Dr. Animo's eye. She got on top of him.

"Take me home!" she screamed. "Take me home!" she pulled out the jerky and threw it aside. She began to pound Dr. Animo with her fists. Dr. Animo stopped his reflexes from throwing her aside. He knew she was fragile. Too fragile to hit. Too fragile to defend against. The old man let her beat him until she ruptured blood veins and arteries in his neck, and he died, content with knowing that he kept his promise to his old friend. The pod was on its way towards earth. And there wasn't much she could do about it.

Charmcaster lifted her bloody hands. She looked around for Ben V. he would take care of her. He would thank her for killing one of his enemies and commend her for defending herself. Maybe he would even visit her again!

But instead of Ben V being there when she looked out the window, she instead saw a massive explosion. A sector of the _Son of God_ had exploded, dismantled due to the damage. The sector jettisoned out due to the explosive decoupling. It came for the pod. it came back to reclaim her.

She waved her arms, as if though the decoupled sector could see her. It seemed to. The entire sector crashed into the pod, and Charmcaster became one with her home once again.

* * *

Ben X and Ben V flew back into the _Son of God_'s main hull. Ben V's personal quarters, along with about ten percent of the ship, was forced to disconnect. Ben X caught only a glimpse of space. He could see they were in Earth's solar system, likely about to pillage earth herself. But that wasn't going to happen. Ben X would stop him before he set foot on his home planet.

They got into the main hull. The doors shut, and the pressure that was pulling them into space ceased. The two Bens looked at each other. Ben V was beginning to get bored with the battle, and Ben X knew that, soon, his family would be close. Close enough for Ben V to take hostage and escape.

"This is pointless." Ben X stated. "We're too equal. If one of us does something to the other, we just regenerate."

"good point." Ben V said. "I might not have a ship left if we keep fighting." He turned towards Ben X and shrugged. "Alright. What do you propose?" Ben X stared blankly at Ben V. he swallowed as much of his fear as he could.

"We take off our omnitrix's." Ben X said. Even Ben V's mechanical eyes showed his disbelief. "We beat each other. One of us dies. Plain and simple. It'll be just as equal as it is now. Except we won't be immortal and indestructible. What do you say?"

"what do I say?" Ben V said. "Genius! Alright. This isn't going to be some trick, is it? You're going to have me take off my Omnitrix but you won't?"

"Decouple. Code Zero Zero Nine Five Four. Stand by." Ben X said in response.

"_affirmative_." His Omnitrix replied. Ben V's eyes widened.

"Alright. Operation Negative Ten. Decouple. Hold for my order." Ben V stated. The two looked at each other.

"Now." They said in unison. There was a burst of atomic energy that blinded even I. When they it dissipated, I saw them. Each one without the cybernetic wires on their faces. In their hands they held large wristwatch looking device. Each one threw it aside.

"Feels good!" Ben V yelled. "Being invulnerable means I don't feel all the little things, like wind and such." Ben V looked at his counterpart and smiled. Ben X stood tall, ready to fight. "Alrighty then! Let's get this over with."

"Before we do." Ben X said. Ben V stopped walking forward. "you wanted to know the difference? Between you and I?"

"You've figured it out?" Ben V asked. "Well. Please. Enlighten me." Ben X smiled and laughed

"The difference between you and me is…" He reached into the concealed pistol holster on his back. He aimed it at his counterpart, who responded with eyes so wide with surprise that they were in danger of falling out. "_I_ carry a gun."

Ben V turned to his Omnitrix. He dove for it, but before he was even halfway, Ben X pulled the trigger and shot him into the Null Void, where the tables would be turned, and he would be the victim.

Ben X sighed. He silently wondered what would've happened had Ben V thought to look for weapons, as he did. But it didn't matter. It was over. He put the pistol back in his holster and reattached his Omnitrix.

Just as he did, Ben 10, Kevin Omega and Lucky girl sprinted into the room. Ben 10's Ultimatrix glowed green, finally recharged. Kevin Omega bared his teeth, and Lucky Girl was ready to blast her alternate universe cousin. Ben X looked at them and smiled. He raised his hand and raised his thumb.

"He's in the Null Void." Ben X said. He walked over the red Omnitrix that lay on the ground. He picked it up and held it as if though it was the finest trophy. "It's over. We won."

"Indeed!" I yelled. I stepped out of the shadows. Ben X turned to me, and saw, much to his horror, that Ben V was on his knees right next to me, unharmed. I wasn't about to let my second favorite creation die at the hands of null void nobodies.

"Emit Levart." Ben X addressed. "To what do we owe the pleasure?"

"Emit La-wa?" Ben 10 asked. "What are you talking about? That's Professor Paradox." He said, addressing me by his name for me.

"Neither is correct, when it comes down to it." I said. "Even I don't know my real name."

"What are you doing here?" Ben X asked.

"Oh. I thought I'd come here and clean up the massive cosmic mess you made." I said. I grabbed Ben V by the hair and threw him into the metal. He awoke from the coma I induced after I plucked him from between realities.

"What's going on?" Ben V asked.

"Shut up, you petulant child." I ordered. "The winners are speaking."

"What do you mean clean up?" Ben X asked. Suddenly, he was no longer holding Ben V's Omnitrix.

"This. It was fun, really. What started out as a simple mistake on my part turned out to be the most entertaining sequence of events since Caesar was killed by the senate." I said. I walked up to Ben X, making sure he noticed that my chin was higher than his. "I'm putting this Ben back on his anarchistic little throne. Sending you all back to your home universes and making damn sure you'll never come back."

"You can't do that!" Lucky girl yelled. She ripped off her mask in anger. Ben X raised his hand to stop her.

"Stay back, Gwen." He ordered with a healthy respect for me.

"Gwen?" Ben V asked. I turned my head to see Ben V trying to get to his knees. Gwen looked at him. "Gwen…Tennyson?" he asked, his voice losing the menacing quality that brought entire civilizations to their knees.

"Yes." Gwen responded. Ben V smiled. He began to chuckle and he fell forward, he pounded the metal with his hands. He understood.

"Son of a bitch." He muttered. "It was a coin toss. A single goddamn coin toss."

"What are you talking about?" Ben 10 asked.

"I don't know what happened to you, kid." Ben V told him. "But me and big blue here? The difference between us? A single coin toss."

"Elaborate." Ben X ordered. Ben V looked up with crying eyes.

"Remember? Dad got that promotion! He was going to take us on vacation!" Ben V yelled. I allowed him to speak, I wanted to see Ben X's reaction. "The choices were Disney Land or Kings Island! He let us choose! But it was too hard, so I got a coin. Heads was Disney Land. Tails was Kings Island. You…you must've gotten tails. You drove, didn't you? Dad liked to drive. But Disney Land was too far. We had to fly." Ben V began to cry. "But because it was such a big deal…Mom and Dad invited Gwen and her parents to come too! But the plane…"

"It never made it." Ben X filled in. "it crashed, didn't it?"

"Yep!" Ben V yelled. "The fucking pilot was drunk. Crashed right into the ground. Gwen died in my arms. They couldn't even find mom and dad, and all that was left of Gwen's parents could fit in a goddamn water bottle! I went to live with grandpa. You'd be surprised what he's like when he's drunk. He hit me. Beat me. Begged me for an answer as to why I survived but his sons didn't!"

"And alas…" I said. "Poor Ben grew up with no moral compass. Living in a trailer park with his drunk of a grandfather. Until one day…he saw something fall from the sky."

"I don't get this." Ben 10 said. "Dad…_My_ dad…he never brought us on Vacation. Anywhere. No planes, no cars."

"That's because you're the mainstream." I informed him. "These two here? These are my children. The product of an experiment that I govern. Your father didn't get that promotion for years. Theirs did. Theirs did because I wanted him too. And then I made that trucker fall asleep. I put the scotch in that pilots hand." I raised my arms. "Just to see this! Just to see!" I closed my eyes, taking in the glory, the recognition. Had I kept them open, I might have seen it. Had I not put my entire self in my human form, my omnipotence would've warned me. Ben X pulled a silver device from his pocket and balled it within his fist…

And when I opened my eyes, I saw Ben X, punching me in the gut. His super powered arm went clean into my body. He ripped his arm back out and stepped away from me.

I laughed at what I thought was his anger. I didn't realize that Ben X had outsmarted a god.

"Oh no!" I yelled sarcastically. I stood up straight. Some of my intestines fell out. "Now I'm going to die! My livers ruptured, my kidneys exploded! Good god, Tennyson, you've murdered me! It isn't as if though I can snap my goddamn fingers and create a new body." I paused for effect. "Oh wait. Yes I can."

I snapped my fingers, which was completely unnecessary. It simply adds style.

But when I snapped my fingers and willed my body to become new and uninjured once again, I was dumbfounded. Nothing happened. I fell to my knees, pain now overwhelming me.

"What did you do to me!" I asked. I looked up at Ben X. "you son of a bitch! What did you do to me?"

Ben X pressed a button on his arm. Suddenly, the tower that had brought them there materialized in front of us. I looked around to it.

"What? What is this? What's going on?"

"I attached your body to the Multiverse Travel Unit." Ben X informed me. He held up his bloody arm. "I balled a connector into my fist and left it inside you."

"So? So what! I don't understand!"

"The Multiverse Travel Unit is designed to break cosmic laws, nullify the rules of reality so I can break them at will. You, Emit…you're a rule of reality." He smiled. "And you've been nullified."

"HA!" I yelled. "It doesn't matter! Once my host body dies, I'll merely be god once again!"

"I know." Ben X said. "You're god…_here_. I wonder whose god in _that_ ben's home universe. I wonder what will happen if we go there."

"No!" I yelled. "Please, Tennyson, I'll do anything! I'll bring your parents back! Please! Anything but that!"

He didn't listen. Goddamn that boy, he didn't listen. He zipped over to the tower and pressed a few buttons while I begged and bled.

And suddenly, we were no longer on the _son of god._ We were right outside the movie theatre that this entire ordeal began in. I looked up to see helicopters circling overhead. Police had taped off the strange scene.

But then something peculiar happened. The blades of the helicopter stopped. The cops stopped moving, stopped speaking into their radios and interviewing witnesses. Time had stopped. My heart sank, as he came into view in front of us.

Ben X was shocked to see him. He looked just like me. And in a way, he was me. The two Bens likely readied themselves, but my counterpart stopped them.

"It's okay." The other me said. "I'm on your side."

"So even gods have alternate versions of themselves." Ben X pondered.

"Not quite. I'm not a god. He is." My counterpart said. "I assume he told you the story of our creation?"

"You tried to go back in time." Ben 10 filled in.

"And you got stuck. At the nexus of reality." Lucky girl continued.

"Went mad. Then went sane." Kevin said. "So what?"

"So you don't just go sane." My counterpart said as he looked down upon me. "This man here…he's my insanity. My sadism. My desire to mess with the lives of the innocent."

"You splintered him off." Ben X said.

"Yes. And he festered there, at that nexus of reality, for dozens of eternities. Until he gained enough power to play god, and create two entirely different universes." My counterpart said. He turned to Ben X. "I'm sorry about what he did to you. And what he did to the other you. I truly am."

"Whatever." Ben X said. "I'm done with you cosmic entities and your bullshit." He walked over to Omega and Lucky Girl. He smiled. "Send me back. We've got a wedding to plan."

"No." My counterpart said. Ben X turned to him angrily and my counterpart took a step back. There's no doubt in my mind he had a plan to take out my sane version if he had too. "Not yet. There's some unfinished business."

"What?" Ben X asked. My sane counterpart turned to me.

"Him."

"Let the prick die." Ben X commanded.

"I'm afraid I've been given instructions by…a higher power. I can let him die. But it isn't that simple. He is god. Two universes balance on his existence. If he dies…your universe…and the other Ben's universe. They will collapse." He raised his arm, as if though presenting Ben 10. "And become one with his. You will have never existed."

"Ha!" I yelled. "Better stop the bleeding then, eh, old chum?" I told Ben X. he looked at me.

"No." he responded.

"Yeah. No." Gwen agreed. Kevin Omega sighed, and nodded his head.

"No?" I asked, shocked. "_What_ _the_ _fuck_ do you mean, No?"

"Let him die." Ben X repeated.

"Wait." Ben 10 said. He stood in front of me. Thank god for idealism, I thought. He's going to save me. "I know you're mad, but…"

"Ben, this is what we do." Lucky girl said. "We put our lives on the line every day. If he dies, everything goes back to the way it should. We're willing to die for that."

"This isn't dying!" Ben 10 screamed. "This is not existing! Everything you've ever done, everything you ever will do, it won't matter. It'll just be undone!"

But the trio stood looking at him, their resolve unwavering. Ben X put his hand on his counterparts shoulder. Ben 10 began to shed tears.

"You…" he started.

"Ben…this is the kind of decision I make every day." He said. "I haven't saved more lives that the other Ben's destroyed. Maybe I could repair some of the damage he's done, but I'd never undo it all. And if he waved his magic wand and wanted me dead? There'd be nothing I could do to stop him." Ben 10 cried and put his head into Ben X's shoulders.

"But…but we're the good guys." He cried. "We're supposed to win."

"Winning can mean a lot of things, Ben. I walked away from that battle at Orion. I survived Charmcasters assassination attempt. But I didn't win." He ran his hands through his counterparts hair. "I'm not sad. Becoming you? That's…that's not a disappointment. Not to me."

"But…" Ben 10 said as he pulled away. "Will I even remember you? Will I remember any of this?" he turned towards my sane counterpart. The good Professor Shook his head…no.

"But I will." Professor Paradox said. "Trust me. This, all of this…it's my mistake. I'll never leave such a loose end untied ever again."

"Good enough for me." Kevin Omega cheered, his eyes on the verge of crying.

"It's now or never." My sane counterpart said. I could feel the flames of hell creeping up my back, burning me. Ben X turned to his cousin and hugged her. Kevin looked at Ben 10 and smiled.

"Make sure I get together with Gwen, will ya kid?" he asked. Ben 10 smiled the best smile he could with tears weighing down his face, and raised his heavy arm to give a thumbs up.

"You got it." he replied.

"This is it." my sane counterpart warned.

* * *

I can feel my heart stop beating, and the entire ordeal is passing by my eyes. I'm relaying it telepathically to someone out there, my last act of godhood and my first act of sanity. The last thing I feel is Ben 10's hands on my face, violently beating me before he too goes back to the way things were. His words are the last thing I hear as I fall into hell.

"Next time someone has a gun to your head." he screams. "Don't give them one more reason to pull the trigger."


	12. Chapter 12

Epilogue

"I _told_ you that this movie would be awesome!" Ben yelled. Gwen folded her arms together.

"I didn't really like it. It was so unrealistic and boring."

"What?" Ben asked in disbelief. "How could super powered sumo wrestlers fighting a shape-shifter possibly be unrealistic and boring?" Ben stopped for a moment, staring at his cousin, who stared back, hoping he would answer his own question. "oh come on. We do stuff like that all the time."

"We're not sumo wrestlers." Gwen responded.

"Could've fooled me!" Ben gleefully insulted as he wiggled out of the seats.

"What? Are you calling me fat?" Gwen asked, horrified at the notion. She spun on her heel to face Kevin. "Am I fat?"

"uh-"

"UH?!" she yelled.

"I was gonna say no!"

"but you had to think about it?"

"No, No no no." he yelled. "I think your totally hot!" Gwen spun back around and quickly followed Ben out of the theater.

"I do!" Kevin assured as he followed her. "I do! I think your really, _really_ hot! I mean, why else would I be dating you?" Kevin bit down on his tongue hard enough to draw blood, a reaction that was, unfortunately for him, too little too late. Gwen once again spun to face him.

"So your saying that the only reason your going out with me is because I'm good looking?"

"Well…no!" he spurred.

"Name one thing beside my looks you like about me!" she commanded. Kevin stared her in the eyes and smiled a dopey smile.

"your really pretty when your mad." Gwen growled and turned away. Kevin followed as he had been trained to do.

"I can't believe you!" she yelled as she walked out of the theater, turning her head to look at him scurrying after her, as she enjoyed to do. She had to admit. He was cute when he was flustered.

The couple walked out, just behind Ben. But when they walked out, they didn't see Ben performing summon slammer moves like they expected. Instead, he was touching his face, and looking up to the sky.

The moon was out, even though it was still light outside. Ben seemed to be looking past the orange sky of dawn, and looking into the stars.

"Something wrong, Ben?" Gwen asked.

"It's just…" he started. "I mean…we just wasted two hours watching some movie. And there's probably a war out there, somewhere, on some distant planet. And there are wars going on here, too." He looked down at his Ultimatrix. "You ever think…I dunno…that maybe I should be there? Using my powers to stop wars?"

"Ben…" Gwen stated, shocked at his sudden maturity. "No. I don't think so."

"Why not?" Ben asked. Gwen shrugged.

"Because. You're not some general, or some super soldier. You're a hero. And you do stop wars. You stop them by being iconic. By being what everyone wants to be. You set an example for everyone else to follow."

Ben looked down at his Ultimatrix. He smiled and looked at Gwen.

"Thanks. Your right. I am an Icon, aren't i? And I guess I'll stop war eventually." He paused and sighed, the weight of the whole universe had been taken off his shoulders. "I'm just not trained enough, right now. Not smart enough. Not strong enough." He nodded his head. "Not old enough."

"That's awfully mature of you, Ben." Gwen assured. He looked at her and smiled a toothy grin.

"Last one to the car has to eat fried squid eyes!" he darted off towards Kevin's car. Gwen and Kevin laughed and followed him. They'd follow him anywhere.

**The** **End**

Thanks for reading! I hope you enjoyed it, and I'd appreciate it if you fav'd or commented. Initially, I was going to have sequels and prequels to this story, and I had actually written a few, but a catastrophic computer failure destroyed what I had written, and I decided against it. I will, however, be publishing a new story soon: A crossover between several different cartoons, including Ben 10. People really seemed to enjoy this stories dark tone, and I'm shooting for something similar in my new story. So, stay tuned for _Section 13 Of The Plumbers._

Thanks for reading, thanks for faving, thanks for reviewing, and thanks for furthering my goal of world domination.


End file.
